Business Deliberations Template

BUSINESS DELIBERATIONS TEMPLATE

This Business Deliberations Template (the Agreement) is entered into as of Effective Date: by and between Party A Name: and Party B Name: (each a Party and together the Parties).

WHEREAS

WHEREAS, the Parties intend to meet, confer and deliberate concerning certain business opportunities, strategic initiatives, operational matters, financial proposals and related deliverables as described in this Agreement; and

WHEREAS, the Parties desire to establish procedures, confidentiality obligations, decision-making criteria and payment arrangements governing such deliberations and any associated work product.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the Parties agree as follows:

SCOPE OF DELIBERATIONS

PAYMENT TERMS

Compensation: Party B will be compensated by Party A in the total amount of USD for the deliberations and related deliverables set forth in this Agreement.

Invoicing and Payment: Party B shall submit invoices to Party A in accordance with the Payment Schedule. Party A shall pay undisputed amounts within days of receipt of invoice. Disputes to any portion of an invoice must be raised within the payment period and must include a written explanation.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month, or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Agreement without cause upon providing written notice not less than days prior to the effective date of termination.

Termination for Cause: Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one Party (the Disclosing Party) to the other (the Receiving Party) in connection with the deliberations, whether disclosed orally, in writing, or electronically, and identified as confidential at the time of disclosure or that, by its nature, should reasonably be considered confidential.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but in no event less than a reasonable standard of care.

Exclusions: Confidential Information shall not include information that (i) was rightfully in the Receiving Party's possession prior to disclosure, (ii) is or becomes publicly available through no fault of the Receiving Party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The Parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

MEETINGS AND DELIBERATIONS PROCEDURES

Frequency: The Parties will meet at the frequency agreed in writing. Standard meeting frequency:

Medium: The Parties agree meetings will be conducted by the following medium(s): In-Person Virtual Hybrid

Decision-Making: Unless otherwise agreed in a written annex, significant business decisions arising from these deliberations shall require mutual written consent of both Parties prior to implementation.

RECORDS, AUDIT AND INTELLECTUAL PROPERTY

Records: Each Party shall maintain accurate records of meetings, deliverables, invoices and decisions. Upon reasonable prior notice, the non-breaching Party may request access to records relevant to performance under this Agreement for a period of two (2) years following termination.

Intellectual Property: Unless otherwise agreed in writing, background intellectual property remains the sole property of the originating Party. Work product created jointly in the course of deliberations shall be owned as follows:

GOVERNING LAW; DISPUTE RESOLUTION

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

Dispute Resolution: The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved within forty-five (45) days, either Party may pursue any remedy available at law or in equity.

NOTICES

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits, schedules or written annexes expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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