Business AOMC Template

BUSINESS AOMC AGREEMENT

This Business AOMC Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: ("Client") and Provider Name: ("Provider"). The parties agree as follows.

RECITALS

WHEREAS, Client is engaged in the business of commercializing certain products, services or technologies and desires assistance with activities related to acquisition, operations, marketing and commercialization (collectively, "AOMC Services"); and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the AOMC Services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing Provider's performance of the AOMC Services.

1. SCOPE OF WORK

Provider shall perform the AOMC Services described below in a professional and workmanlike manner consistent with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are identified in the Scope of Work.

2. PAYMENT TERMS

Client shall pay Provider compensation in accordance with the following schedule and conditions. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of percent per month (or the maximum permitted by applicable law, if lower), after a grace period of days from the invoice date. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party of not less than days. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice. Upon termination, Provider shall cease performance and Client shall pay Provider for all services performed and expenses incurred through the effective date of termination, subject to any applicable set-offs for breach.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to Representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach by Receiving Party; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information. Upon termination or request, Receiving Party shall return or destroy all Confidential Information of Disclosing Party and certify such return or destruction in writing.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

6. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

7. ADDITIONAL PROVISIONS

Independent Contractor. Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for all taxes, withholdings and other statutory obligations of its personnel.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any third party claims, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnifying Party's breach of this Agreement, negligence or willful misconduct. EXCEPT FOR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. MISCELLANEOUS

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any other breach.

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and delivered by electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.

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