Business Cooperative Document

BUSINESS COOPERATIVE AGREEMENT

This Business Cooperative Agreement (the "Agreement") is entered into as of by and between:

Party A Name: , a business organized at ;

Party B Name: , a business organized at .

RECITALS

WHEREAS, Party A and Party B each possess complementary skills, resources, and market access and wish to cooperate to pursue mutually beneficial business activities, including joint marketing, shared services, and collaborative projects (the "Cooperative Activities");

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope, administration, and sharing of costs and proceeds of such Cooperative Activities under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement govern their cooperation while preserving each party's separate corporate identity except as expressly stated herein.

SCOPE OF WORK

The parties shall cooperate to perform those Cooperative Activities described below. Each party shall perform its responsibilities in good faith and in a commercially reasonable manner.

PAYMENT TERMS

The parties will share costs and distribute revenues arising from the Cooperative Activities as follows. All monetary amounts are in the currency mutually agreed by the parties.

All invoices shall be accompanied by reasonable supporting documentation. Each party shall promptly pay its agreed share unless a disputed amount is timely notified in writing, in which case the undisputed portion shall be paid pending resolution.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations, confidentiality, and the disposition of work in progress as set forth herein.

CONFIDENTIALITY

Each party acknowledges that during performance of the Cooperative Activities it may receive Confidential Information of the other party. "Confidential Information" includes non-public business information, technical data, financial information, customer lists, and trade secrets disclosed in connection with this Agreement.

Each receiving party shall (a) use Confidential Information solely for purposes of performing this Agreement, (b) restrict disclosure to employees or contractors with a need to know and who are bound to protect such information, and (c) exercise at least the same degree of care it uses to protect its own confidential materials, but no less than reasonable care.

Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, was already lawfully in the receiving party's possession, or is required to be disclosed by law or valid legal process (provided the disclosing party is given prompt notice to seek protective relief).

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, each party retains ownership of its preexisting intellectual property. Intellectual property developed solely by a party during the Cooperative Activities will be owned by that party. Intellectual property jointly developed will be owned jointly in proportion to each party's contribution unless the parties execute a separate assignment or license.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of the indemnifying party's negligent acts or willful misconduct in connection with performance of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in defense, at the indemnifying party's expense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflict of laws.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship unless expressly stated.

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