Business Coalition Document

Business Coalition Document

Parties

This Business Coalition Document (the Agreement) is entered into by and between:

Recitals

WHEREAS, Party A and Party B (collectively, the Members) desire to form a coalition to coordinate business advocacy, marketing, shared services, and other collaborative activities for mutual commercial benefit; and

WHEREAS, the Members intend for this Agreement to establish the rights, obligations, and financial contributions of each Member in the coalition, to define the scope of joint activities, and to set forth governance and confidentiality obligations necessary to protect proprietary information; and

WHEREAS, the Members agree to be bound by the terms set forth below effective as of the Effective Date.

Effective Date:

Scope of Work

The Members agree to cooperate on the following coalition activities and responsibilities. Each Member shall perform its duties in accordance with accepted industry standards and in good faith.

Contributions and Payment Terms

Coalition Contribution Amount (per Member):

Late Payment Fee:

Term and Termination

Term Commencement Date: ; Term Expiration Date:

Either Member may terminate this Agreement for convenience upon written notice to the other Member delivered not less than days in advance. Termination for material breach by a Member shall be effective if the breaching Member fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each Member acknowledges that, in the course of performance, it may receive or have access to confidential, proprietary or trade secret information of the other Member(s) (Confidential Information). Confidential Information includes business plans, financial information, member lists, pricing, vendor terms, and any non-public technical or commercial information. Members shall (i) keep Confidential Information strictly confidential; (ii) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years.

Intellectual Property and Use of Marks

Unless otherwise agreed in writing, each Member retains all right, title and interest in its pre-existing intellectual property. Any jointly developed materials or membership lists created in the course of coalition activities shall be owned jointly in proportion to financial contributions unless otherwise agreed in a separate written instrument. Use of a Member's trade name, logo, or trademark by the coalition requires the prior written consent of the owning Member.

Representations and Warranties; Authority

Each Member represents that it has the full corporate or organizational power and authority to enter into this Agreement and to perform its obligations hereunder. Each Member further represents that execution and delivery of this Agreement and performance of its obligations will not violate any agreement to which it is a party or any law.

Governing Law; Dispute Resolution

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. Any dispute arising out of or relating to this Agreement shall be resolved first by good faith negotiation between the Members. If unresolved within forty-five (45) days, the dispute shall be submitted to binding arbitration in accordance with the rules mutually agreed by the Members, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Indemnification and Limitation of Liability

Each Member shall indemnify, defend, and hold harmless the other Member from and against any losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from the indemnifying Member’s gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from willful misconduct or infringement of intellectual property or confidentiality obligations, the Members’ aggregate liability under this Agreement shall not exceed the total contributions paid by the liable Member in the twelve (12) months preceding the event giving rise to the claim.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Members with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Members. This Agreement may be amended only by a written instrument executed by authorized representatives of both Members.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the respective Members at their addresses set forth above or to such other address that a Member may specify in writing. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect. The failure of any Member to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision.

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