Business Communication Letter to Apple

Business Communication Letter to Apple

Date:

Subject

Subject:

Recitals

WHEREAS, Sender Company: seeks to engage Apple in a commercial discussion regarding the provision of services and/or collaboration described herein;

WHEREAS, Apple (the recipient) and Sender Company intend to define the scope, deliverables, commercial terms, and confidentiality obligations applicable to the proposed work;

WHEREAS, the parties desire to set forth the principal terms of their engagement in this Business Communication Letter to facilitate the negotiation and performance of a definitive agreement or work order;

Scope of Work

Payment Terms

Payment Amount: $ payable as set forth below.

Late Payment: A late fee of % per month (or the maximum permitted by law, if lower) shall accrue on any overdue amount from the invoice due date until paid in full. Interest shall be calculated monthly on the outstanding balance.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this engagement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within 15 days after receipt of notice of breach.

Confidentiality

Each party acknowledges that during the course of discussions and performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (i) use Confidential Information only to evaluate and perform obligations under this communication and any resulting agreement, (ii) 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 (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information shall not include information that is or becomes public through no fault of the receiving party, independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, or rightfully obtained from a third party without confidentiality obligations.

Governing Law

This Business Communication Letter and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the state specified by the sender below, without regard to conflict of laws principles.

Entire Agreement

This Business Communication Letter, together with any written exhibits or schedules agreed and signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written communications, proposals, and understandings relating thereto. No amendment, modification, or waiver of any provision of this letter shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Non-Solicitation: During the term and for a period of 12 months after termination, neither party will directly solicit for employment any employee of the other party who has been involved in the performance of the services, except with prior written consent.

Relationship of Parties: The parties are independent contractors. Nothing in this letter creates a partnership, joint venture, or agency relationship.

Acceptance

By signing below, the undersigned authorized representatives acknowledge receipt of this Business Communication Letter, confirm that they are authorized to bind their respective parties, and accept the terms set forth herein.

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