Business Commercialisation Contract

BUSINESS COMMERCIALISATION CONTRACT

This Business Commercialisation Contract (this Agreement) is entered into as of Effective Date: by and between Client Name: with principal address at and Commercialisation Partner Name: .

WHEREAS

WHEREAS, Client has developed or owns certain products, technologies, know-how or business concepts identified as Commercialisation Assets and desires to commercialise such assets for market deployment and revenue generation; and

WHEREAS, Commercialisation Partner has expertise, resources and market access to perform commercialization services, including marketing, distribution, licensing facilitation and customer onboarding, and is willing to perform such services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows.

1. SCOPE OF WORK

The Commercialisation Partner shall perform the services described above (the Services) in a commercially reasonable manner consistent with industry practice and in accordance with any Milestones agreed in writing between the parties. The Partner shall use qualified personnel and shall remain responsible for subcontractors engaged to perform any portion of the Services.

2. PAYMENT TERMS

Payments are due within days of invoice receipt unless otherwise stated in a Milestone. Invoices shall itemize Services performed and any reimbursable expenses.

Overdue payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum lawful rate. In addition, the Partner may suspend performance for unpaid invoices following ten (10) days' written notice.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate immediately for material breach that is not cured within thirty (30) days of written notice, or immediately for insolvency or unlawful conduct materially affecting performance.

Upon termination, the Partner shall deliver all work in progress and the Client shall pay for Services properly performed through the effective date of termination plus any pre-approved, non-cancellable obligations.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether written, oral or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, customer lists, pricing, product designs and technical data.

Each receiving party shall: (a) use Confidential Information only for performance of 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 third parties except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations do not apply to information that: (i) is or becomes publicly known other than by breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the disclosing party is given prompt notice to seek protective relief.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, the Client retains all right, title and interest in pre-existing intellectual property and Commercialisation Assets. The parties agree that any new inventions, improvements or derivative works created solely by the Partner in the course of performing the Services shall be treated as Work Product. Ownership of Work Product shall be as follows:

To the extent Client grants any license or assignment to the Partner, such grant will be limited in scope to the rights expressly set forth in a written Exhibit or Schedule executed by both parties. Each party represents it has all rights necessary to grant the rights granted hereunder.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Client further represents that to its knowledge the Commercialisation Assets do not infringe third-party intellectual property rights. The Partner warrants it will perform Services in a professional and workmanlike manner consistent with applicable standards.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of its representations or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

Except for liability arising from willful misconduct, fraud or a party's indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to the Partner under this Agreement in the twelve (12) months preceding the claim.

8. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses above and shall be effective upon receipt.

9. 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 law principles. Exclusive venue for disputes shall be the state or federal courts located within that state, unless the parties agree otherwise in writing.

10. ENTIRE AGREEMENT

This Agreement, together with any Exhibits or Schedules expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior and contemporaneous understandings, proposals or agreements, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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