Business Development Document

Business Development Agreement

This Business Development Agreement ("Agreement") is entered into as of (the "Effective Date"), by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages in commercial activities and desires to expand market presence and sales through strategic introductions, partner development, lead generation, and related business development services; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform business development services described herein and is willing to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms governing payment, confidentiality, ownership of deliverables, and other obligations with respect to the business development engagement.

SCOPE OF WORK

The Service Provider shall perform the Services with commercially reasonable efforts, in accordance with applicable law and industry standards. Any material changes to scope, deliverables, or schedule must be agreed in writing by authorized representatives of both parties.

PAYMENT TERMS

All amounts due under this Agreement are exclusive of taxes. Service Provider shall submit written invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within the time specified in the Payment Schedule. Overdue amounts shall accrue interest at the rate specified in the Late Payment Fee field above and Client shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement for convenience by providing written notice to the other party in accordance with the Notice provisions below and after the expiration of the Notice Period. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Receiving Party shall (i) use Confidential Information solely for the purpose of performing this Agreement, (ii) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was known to the Receiving Party prior to disclosure without obligation of confidentiality, or is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon the Disclosing Party's written request, the Receiving Party will return or destroy Confidential Information as instructed.

INTELLECTUAL PROPERTY AND DELIVERABLES

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide, perpetual license to use Deliverables created under this Agreement for Client's business purposes. Service Provider warrants that Deliverables will not infringe third-party intellectual property rights. To the extent that Service Provider uses pre-existing materials or third-party components in Deliverables, Service Provider shall secure and maintain all necessary rights for Client's use and shall identify such components in writing.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, breach of this Agreement, or infringement of third-party intellectual property rights in connection with performance under this Agreement. The indemnified party will provide prompt written notice of any claim and will reasonably cooperate in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

NOTICES

All notices under this Agreement shall be in writing and delivered to the notice addresses provided above, and shall be deemed given when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in a writing 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 and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent as closely as possible.

EXECUTION

The parties below represent and warrant that they are authorized to enter into this Agreement and that this Agreement is a binding obligation of the party they represent.

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