Business Conversation Template

BUSINESS CONVERSATION TEMPLATE

This Business Conversation Agreement (Agreement) is made and entered into as of by and between (Party A) and (Party B). Party A and Party B are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, the Parties intend to hold one or more business conversations to discuss potential collaboration, commercial arrangements, and the exchange of information relevant to such collaboration; and

WHEREAS, the Parties desire to record the scope, responsibilities, payment framework, confidentiality obligations, and other terms governing the discussions and any preliminary work arising from those discussions; and

WHEREAS, the Parties acknowledge and agree that this Agreement sets forth the Parties' mutual understandings for the period described herein and may be relied upon to the extent expressly stated.

MEETING DETAILS

SCOPE OF WORK

The Parties agree that the scope of preliminary work, topics to be discussed, and any limited deliverables resulting from Business Conversations shall be as set forth below. Any substantive project work will require separate written agreement unless expressly provided otherwise in this Agreement.

PAYMENT TERMS

The Parties may agree that certain preliminary work or deliverables described above will be compensated as set out below. Payment obligations shall survive termination to the extent they relate to work performed or obligations incurred prior to termination.

If any payment due under this Agreement is not received within days after the due date, a late fee of percent per month (or the maximum lawful rate, if less) will apply to the overdue balance. The delinquent Party shall also be responsible for reasonable collection and legal costs.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated by either Party in accordance with this Section.

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for material breach if the breaching Party fails to cure within a commercially reasonable period not to exceed 30 days following written notice specifying the breach.

CONFIDENTIALITY

The Parties acknowledge that, in the course of discussions and any preliminary work, each may disclose Confidential Information. "Confidential Information" means non-public information that a reasonable person would understand to be confidential under the circumstances.

The receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to third parties except to its affiliates, employees, contractors or advisors who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement, and (c) use the Confidential Information solely for purposes of evaluating or performing the matters described in the Scope of Work. Confidentiality obligations do not apply to information that is or becomes generally available to the public through no fault of the receiving Party, was known to the receiving Party prior to disclosure, or is required to be disclosed by law or order of a court or governmental authority (provided the receiving Party provides prompt notice to allow the disclosing Party to seek protective measures).

Mutual confidentiality (both Parties bound)
Unilateral confidentiality (only disclosing Party's information protected)

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction indicated below, without regard to its conflict of law principles. The Parties submit to the exclusive jurisdiction of the courts of the chosen jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written statements of scope or payment signed by the Parties, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous discussions, representations, and agreements, whether oral or written. No amendment, waiver, or modification of this Agreement is effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. No Party will assign this Agreement without the other Party's prior written consent, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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