Business Commercialization Letter

Business Commercialization Letter

Client Name:    Commercializer Name:

Recitals

WHEREAS, Client is the owner of certain proprietary technology, products, processes and related intellectual property described herein and possesses the right to grant commercialization rights and to authorize third parties to exploit those assets; and

WHEREAS, Commercializer has represented that it has the technical capacity, market channels and commercial expertise to develop, market and sell the Client's product(s) in the Territory described below under the terms of this Business Commercialization Letter; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other essential terms governing the commercialization relationship commencing on the Effective Date set forth below.

Effective Date:

Scope of Work

The Commercializer shall perform the activities necessary to bring the Client's product(s) to market in accordance with the objectives and milestones set forth below and in any mutually executed schedules. The Commercializer's responsibilities include, without limitation, product development adaptation, regulatory support (if applicable), manufacturing coordination, distribution, marketing, sales, and post-sale support as described.

Commercialization Territory and Exclusivity

Territory:

Exclusivity: Exclusive commercial rights within the Territory   Non-exclusive commercial rights

Payment Terms

As consideration for the rights and services granted hereunder, Commercializer shall pay Client as follows.

Late Payment Fee: If any payment due to Client is not received within days of its due date, interest shall accrue at a rate of on the unpaid balance until paid.

Term and Termination

Term: This Business Commercialization Letter shall commence on the Start Date and continue until the End Date, unless earlier terminated pursuant to this section.

Start Date:     End Date:

Either party may terminate this Letter for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Intellectual Property and Licensing

Client retains ownership of all pre-existing intellectual property and any improvements conceived or developed solely by Client. Commercializer shall be granted a limited license to use Client's intellectual property solely to the extent necessary to perform commercialization activities as set forth herein. Any jointly-developed intellectual property shall be owned jointly in proportion to each party's contribution unless otherwise agreed in writing.

Confidentiality

Each party acknowledges that it will receive Confidential Information of the other. Confidential Information means non-public information disclosed in any form that is designated confidential or that should reasonably be understood to be confidential given its nature. Each party shall (a) use Confidential Information solely to perform its obligations under this Letter; (b) restrict disclosure to employees, contractors or agents who need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Letter. Neither party shall be liable for consequential, incidental or special damages except for liability arising from willful misconduct or breach of confidentiality. The aggregate liability of either party for any claim arising under this Letter shall not exceed the total fees paid by Commercializer to Client under this Letter in the twelve months preceding the claim.

Governing Law

This Letter 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising from or relating to this Letter.

Entire Agreement

This Letter, together with any schedules, exhibits or written amendments duly executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices under this Letter shall be in writing and delivered to the contact details below by certified mail, courier or email (email permitted only if delivery and receipt are documented). The parties' notice addresses are:

Miscellaneous

Relationship of the Parties: The parties are independent contractors. Nothing in this Letter shall be construed to create a joint venture, partnership, employment relationship or agency, except as expressly set forth herein.

Assignability: Neither party may assign or transfer its rights or obligations under this Letter without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

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