Business DNA Policy Sheet

BUSINESS DNA POLICY SHEET

This Business DNA Policy Sheet (the Policy) is entered into by the undersigned parties to establish the fundamental principles, obligations, and procedures that define the strategic identity and operational controls of the business relationship.

Parties and Effective Date

Company Name:

Counterparty Name:

Effective Date:

Whereas

WHEREAS, the parties desire to document the core identity and operational principles of the business relationship, including strategic objectives, governance, data and intellectual property stewardship, and performance expectations; and

WHEREAS, the parties intend that this Policy will govern the creation, implementation, and oversight of those elements described herein and serve as the baseline for any implementation services, monitoring activities, or audits; and

WHEREAS, the parties agree to cooperate in good faith to implement the Business DNA elements described below and to allocate responsibilities, resources, and any agreed compensation in accordance with the Payment Terms and Term provisions herein.

Scope of Work

Business DNA Elements

The Business DNA consists of the following elements. For each selected element, the parties shall document controls, owners, performance indicators and reporting cadence.

Core Values — define guiding principles and non‑negotiable behaviors

Governance & Decision Rights — role matrix and escalation paths

Ownership & Equity Structure — owners, voting rights, and transfer limitations

Brand & Market Positioning

Data, Privacy and Intellectual Property Handling

Risk Appetite & Controls

Implementation, Roles and Oversight

The parties shall assign responsible individuals and oversight mechanisms as follows. Each listed role shall identify a named owner, reporting frequency, and performance measure.

Payment Terms

Compensation for services, monitoring, or advisory work performed in connection with the implementation of this Policy shall be as follows.

Payment shall be due in accordance with the Payment Schedule. Any undisputed late payment shall accrue interest at the rate indicated above until paid in full. Disputes as to invoiced amounts shall be raised in writing within thirty (30) days of receipt of invoice or shall be deemed waived.

Term and Termination

This Policy begins on the Start Date and continues until the End Date unless terminated earlier as provided below.

Start Date:    End Date:

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Policy that a reasonable person would consider confidential, including but not limited to strategy, financials, customer lists, technical materials, and employee information (Confidential Information). Confidential Information shall not include information that is publicly available without breach of this Policy, independently developed without use of Confidential Information, or lawfully obtained from a third party.

The receiving party shall: (a) use Confidential Information only to perform obligations under this Policy; (b) restrict disclosure to those employees, advisors or contractors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) return or destroy Confidential Information on request. Breach of this confidentiality obligation may cause irreparable harm for which monetary damages are inadequate.

Governing Law and Dispute Resolution

The Policy shall be governed by and construed in accordance with the laws of the governing jurisdiction specified above, without regard to conflict of law principles. Parties shall seek to resolve disputes in good faith through negotiation; if unresolved within sixty (60) days, disputes may be submitted to the exclusive jurisdiction of the courts in the governing jurisdiction unless the parties agree in writing to alternative dispute resolution.

Entire Agreement; Amendments

This Policy, together with any appendices and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Policy must be made in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Compliance with applicable laws and regulations is a continuing obligation. Nothing in this Policy shall be construed to create a partnership, joint venture, or employment relationship. If any provision is held unenforceable, the remainder shall remain in full force and effect.

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