Business Diffusion Agreement

Business Diffusion Agreement

This Business Diffusion Agreement (the Agreement) is entered into effective as of by and between:

Recitals

WHEREAS, Party A has developed certain business methods, marketing strategies, training materials, operational processes and related materials intended for controlled dissemination and implementation (collectively, the Diffusion Materials); and

WHEREAS, Party B desires to receive and implement the Diffusion Materials within the scope and under the terms set forth in this Agreement, and Party A is willing to permit such diffusion subject to the protections and compensation set forth herein; and

WHEREAS, the parties intend by this Agreement to establish the terms under which Party A will supply, and Party B will receive and apply, the Diffusion Materials for commercial use in the territory and manner described below.

Scope of Work

Party A shall provide Party B with the Diffusion Materials, training sessions, implementation guidance and reasonable consulting assistance as necessary for Party B to implement and disseminate the Diffusion Materials within the agreed-upon territory and channels. Specific deliverables, milestones and acceptance criteria are described below and in the Deliverables log.

Payment Terms

In consideration for the rights and services granted by Party A, Party B shall pay Party A according to the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

All overdue amounts shall accrue interest at the rate specified above and Party B shall reimburse Party A for any collection costs, including reasonable attorneys' fees, incurred in recovering overdue payments.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach, provided that breaches of confidentiality or misuse of intellectual property may be subject to immediate injunctive relief and termination.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether in written, oral or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Diffusion Materials, trade secrets, business strategies, customer lists and pricing data.

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) not disclose Confidential Information to any third party except 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) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement.

Confidentiality obligations shall 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 by the disclosing 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. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years from the date of termination, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and License

Party A retains all right, title and interest in and to the Diffusion Materials and any related intellectual property. Subject to full and timely payment of the fees set forth herein and compliance with the terms of this Agreement, Party A grants Party B a non-exclusive, non-transferable, revocable license to use, implement and disseminate the Diffusion Materials strictly in accordance with this Agreement and solely within the territory and channels described in the Scope of Work. Any improvements, modifications or derivative works made by Party B that incorporate Party A's Diffusion Materials shall be owned by Party A unless otherwise agreed in a separate writing.

Governing Law and Dispute Resolution

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 agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the governing state under the rules of arbitration then in effect, with judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

Entire Agreement; Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that Party A may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or intellectual property provisions and that injunctive relief may be sought in addition to other remedies.

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