Business Decision Template

BUSINESS DECISION TEMPLATE

WHEREAS

WHEREAS, Company A and Company B desire to document a joint business decision regarding the activity described in this template (the Decision), and to set forth the scope, responsibilities, payment terms and other material terms related to the Decision effective as of ;

WHEREAS, the parties have evaluated alternatives, considered risks and commercial impacts, and intend to record the agreed decision, implementation scope and governance in writing to provide an enforceable record of obligations and approvals;

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

DECISION RECORD

Decision Status: Approved Rejected

SCOPE OF WORK

The parties agree the Decision will be implemented as described below. The implementing party or parties shall perform the responsibilities and deliverables set out in this Scope of Work. Any material change to scope must be approved in writing by authorized representatives of both parties.

PAYMENT TERMS

Payment for services or costs arising from the Decision shall be made in accordance with this section. Unless otherwise agreed in writing, Company B shall pay Company A the fees set forth below.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the due date until paid in full. In addition, the paying party shall be responsible for reasonable collection costs, including attorneys' fees, incurred by the non-paying party in enforcing payment.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) 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 at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party. A receiving party may disclose Confidential Information to the extent compelled by law or valid legal process, provided it gives prompt notice to the disclosing party and cooperates to seek confidential treatment.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Exclusive venue for any dispute arising out of or relating to this Agreement shall be the state and federal courts located within that State, and the parties hereby submit to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, together with any attachments or written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

The parties agree that any notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses set forth below. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be appropriate in such circumstances.

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