Business Consortium Document

BUSINESS CONSORTIUM AGREEMENT

Parties

Corporation Limited Liability Company Partnership Individual

Corporation Limited Liability Company Partnership Individual

Effective Date:

Recitals

WHEREAS, Lead Party and Consortium Party each possess complementary capabilities, resources, or market access that, if combined, will permit the parties to pursue specified business opportunities more effectively;

WHEREAS, the parties wish to cooperate on the activities described in Section 2 (Scope of Work) on the terms and conditions set forth in this Agreement and to allocate responsibilities, costs and revenues between them;

WHEREAS, the parties intend that this Agreement set forth their respective rights and obligations with respect to joint performance, confidentiality, liability allocation and governance of the consortium relationship.

1. Scope of Work

The parties shall collaborate on the following activities. Each party shall perform its assigned tasks and supply the resources described below. Any modification to the Scope of Work shall be in writing and signed by authorized representatives of both parties.

2. Payment Terms

Consortium Budget and Contributions: The total budget allocated to consortium activities payable by the parties in accordance with the allocation schedule below is:

Late Payment: Any amount not paid when due shall bear interest at the lesser of (i) the rate of or (ii) the maximum rate permitted by applicable law. In addition, the non-defaulting party may suspend performance after providing written notice if payment is not received within the Notice Period specified in Section 4.

3. Term and Termination

Term: This Agreement shall commence on the Effective Date above and continue until the End Date set forth below, unless earlier terminated in accordance with this Section.

Term Start Date:

Term End Date:

Termination for Cause: Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Termination shall be without prejudice to accrued rights and obligations through the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether in writing, orally or by inspection, that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

Obligations: Each recipient shall (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) restrict disclosure to those of its employees, agents and subcontractors with a need to know and who are bound to protect confidentiality at least as protective as this Agreement; and (c) exercise reasonable care to prevent unauthorized use or disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in recipient's possession prior to disclosure; (iii) is received without confidentiality obligations from a third party having the right to disclose; or (iv) is independently developed by recipient without use of discloser's Confidential Information.

Duration: The confidentiality obligations set forth herein shall remain in effect during the Term and for a period of years following termination or expiration of this Agreement. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by law, provided the disclosing party is given prompt written notice and, where permitted, an opportunity to seek protective relief.

5. Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, indirect, or punitive damages. Aggregate liability under this Agreement shall not exceed the amounts paid by the parties under Section 2 in the 12 months preceding the claim.

6. 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. The parties shall first attempt in good faith to resolve disputes through negotiation between senior executives. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the agreed forum unless the parties mutually elect litigation for injunctive relief.

7. Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its assets or equity, provided the assignee assumes the assigning party's obligations.

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 specify in writing.

8. Entire Agreement

This Agreement, including any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, proposals, covenants, representations and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Execution

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for which they sign and to bind that party to the terms and conditions herein.

Sign Now