Business Association Document

BUSINESS ASSOCIATION AGREEMENT

This Business Association Agreement (the Agreement) is made effective as of (Effective Date), by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and resources and has expertise and capabilities beneficial to the objectives described in this Agreement;

WHEREAS, Party B desires to associate with Party A for the purpose of collaborating on specified business activities and to share certain responsibilities, subject to the terms and conditions set forth herein;

WHEREAS, the parties seek to define their respective roles, obligations, financial arrangements and protections in connection with their association.

Scope of Work

The services, deliverables, responsibilities and performance standards to be provided by the parties are set forth below. Each party shall perform its duties in good faith, in a professional manner, and in accordance with industry standards.

Payment Terms

Compensation for services rendered under this Agreement shall be as follows. Unless otherwise agreed in writing, all sums are payable in U.S. dollars and are exclusive of taxes for which the receiving party is responsible.

If any payment required hereunder is not received within days of its due date, a late fee of percent per month (or the maximum rate permitted by law, if less) will be applied to the overdue balance until paid in full.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than prior to the effective termination date. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes business plans, financial information, customer lists, pricing, technical data, prototypes and trade secrets.

Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) employ at least reasonable measures to protect the confidentiality of such information. Confidential Information shall not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) is already rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

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 agree that exclusive venue for any dispute shall be the courts located within that State, subject to applicable jurisdictional requirements.

Entire Agreement and Miscellaneous

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes the assigning party's obligations hereunder.

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