Business Areas Template

BUSINESS AREAS TEMPLATE

Parties

This Business Areas Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: , and Service Provider Name: .

Recitals

WHEREAS, Company operates certain businesses and intends to define and allocate specific business areas, product lines, channels and territories for the development, distribution and promotion of Company offerings;

WHEREAS, Service Provider possesses the capabilities to perform services, identify markets, or manage operations within designated business areas and desires to provide such services under the terms of this Agreement;

WHEREAS, the parties desire to set forth the allocation of Business Areas, the scope of work, payment terms, and other covenants governing their relationship.

Scope of Work

The Service Provider shall perform the services set forth below in the business areas specified. The services shall be performed in a professional and workmanlike manner consistent with industry standards and this Agreement.

Business Areas

The parties agree that the following business areas, product lines, channels, and territories shall be covered by this Agreement. The list describes the areas in which Service Provider may operate on behalf of Company and the limitations, if any.

Payment Terms

In consideration for the services described herein, Company shall pay Service Provider in accordance with the following terms.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with the terms below.

Start Date:     End Date:

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) already known to the receiving party without obligation of confidentiality, (b) publicly known through no breach of this Agreement, (c) rightfully received from a third party without restrictions, or (d) independently developed by the receiving party.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State or Jurisdiction of: without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiations fail, disputes shall be resolved by the exclusive jurisdiction of the courts located in the chosen jurisdiction unless the parties agree in writing to alternate dispute resolution.

Entire Agreement; Amendment

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

Assignment and Subcontracting

Neither party may assign this Agreement or delegate its duties without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Any permitted assignee shall assume the assigning party's obligations under this Agreement.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity.

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