Business Collaboration Overview

Business Collaboration Overview

Parties and Effective Date

This Business Collaboration Overview (the Agreement) is entered into as of Effective Date: by and between

Recitals

WHEREAS, Party A possesses business capabilities, resources, and expertise relevant to the joint activities described below; and

WHEREAS, Party B has complementary capabilities and desires to collaborate with Party A to develop, market, or deliver certain products, services or initiatives on terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the principal terms governing the collaborative relationship, including scope, compensation, confidentiality, term, and dispute resolution.

Scope of Work

The parties agree to collaborate on the following project, deliverables, and responsibilities. The Scope of Work below identifies primary activities, performance standards, and deliverable milestones.

Payment Terms

Compensation will be paid by the Paying Party to the Performing Party in accordance with the schedule and amounts set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Invoices submitted in accordance with the payment schedule are due within days of receipt, unless the parties agree otherwise in writing. Disputed invoice amounts must be raised in writing within 15 days of receipt and the undisputed portion remains payable on the due date.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured 30 days after written notice specifying the breach.

Upon termination, the parties shall cooperate to wind down activities, deliver outstanding work reasonably necessary to effect an orderly transition, and settle all outstanding payments for services performed through the effective date of termination.

Confidentiality

Each party (the Receiving Party) acknowledges that during the course of the collaboration it will receive or have access to proprietary or confidential information of the other party (the Disclosing Party). Confidential Information includes non-public technical, financial, commercial, marketing and operational information, business plans, trade secrets, customer lists, and any information marked or reasonably understood to be confidential.

The Receiving Party shall: (a) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The foregoing obligations do not apply to information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure without an obligation of confidentiality; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided the Receiving Party uses reasonable efforts to provide prompt notice and to obtain confidential treatment.

Representations, Warranties and Liability

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly provided in this Agreement, neither party makes any other warranties, express or implied. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special or punitive damages arising out of this Agreement. Each party's aggregate liability shall be limited to direct damages up to the total compensation paid under this Agreement in the 12 months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under or related to this Agreement through negotiation between senior representatives. If negotiation fails, the parties may pursue mediation, and if unresolved thereafter, either party may pursue litigation in the courts located in the selected governing state.

Entire Agreement; Amendment

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, confirmed electronic delivery, or three business days after deposit with a nationally recognized overnight courier.

Miscellaneous

Nothing in this Agreement creates an agency, partnership or joint venture relationship between the parties except as expressly set forth. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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