Business Exploration Template

Business Exploration Template

This Business Exploration Agreement (the Agreement) is entered into as of by and between Client Name: and Explorer Name: .

WHEREAS

WHEREAS, Client Name intends to evaluate potential commercial opportunities and strategic relationships involving Client Name's business, products, services or technology; and

WHEREAS, Explorer Name possesses expertise, resources, and/or analysis capabilities useful to evaluate such opportunities and the parties desire to exchange information and perform exploratory activities under defined terms; and

WHEREAS, the parties intend that exploratory discussions and deliverables remain non-binding with respect to any definitive transaction except as expressly set forth in this Agreement.

PARTIES' CONTACTS

SCOPE OF WORK

The parties agree that Explorer shall perform exploratory services to evaluate the feasibility, market potential, technical requirements, and commercial structure for the potential business opportunity described below. The scope may be refined by mutual written agreement.

PAYMENT TERMS

Client shall pay Explorer for the services and deliverables set out above according to the following payment provisions.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon providing the notice period set forth above. Termination for material breach shall be effective if the breaching party fails to cure within the notice period after written notice. Termination does not relieve either party of obligations accrued prior to termination, including payment for services performed and indemnities.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that is (i) publicly available other than by breach of this Agreement, (ii) rightfully received from a third party without confidentiality obligation, (iii) already known to the receiving party prior to disclosure as evidenced by written records, or (iv) independently developed without use of the disclosing party's Confidential Information.

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 reasonable care; (b) use Confidential Information solely to evaluate or perform under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, advisors, or agents on a need-to-know basis who are subject to confidentiality obligations at least as protective as those hereunder. Upon written request or upon termination, the receiving party shall return or destroy Confidential Information and certify such return or destruction.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Any new deliverables, analyses or documentation created by Explorer specifically for Client under this Agreement shall be owned as follows:

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Each party shall defend and indemnify the other against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law rules. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written negotiations, representations, understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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