Business Alliance Agreement

BUSINESS ALLIANCE AGREEMENT

This Business Alliance Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A and Party B each possess distinct but complementary business capabilities and technologies, and each wishes to combine selected resources to pursue specified commercial opportunities in accordance with the terms set forth herein;

WHEREAS, the parties desire to define the scope, responsibilities, financial arrangements and other terms governing their collaborative activities so as to advance mutual business objectives while protecting each party's proprietary interests;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

The parties will cooperate to perform the activities described below. Each party shall perform its respective obligations in good faith, in a commercially reasonable manner, and in compliance with applicable law.

PAYMENT TERMS

Compensation for activities performed under this Agreement shall be as set forth below. Unless otherwise agreed in writing, all amounts are payable in United States Dollars and exclusive of taxes for which the paying party is responsible.

Late payments shall accrue interest at the rate specified below and the non-defaulting party may suspend performance if payments are not made when due.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered not less than days in advance. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain the confidentiality of information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or advisers who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates reasonably to limit disclosure. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Intellectual property created jointly in the performance of this Agreement shall be owned as agreed in writing a priori; absent such agreement, joint ownership shall be allocated in proportion to each party's contribution. Deliverables specifically commissioned under the Scope of Work shall be transferred as set out in a written statement of work or invoice.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party agrees to defend, indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct, breach of representations or violation of applicable law in connection with this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may designate by notice).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets or similar change of control, provided the assignee assumes all obligations hereunder.

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