Business Formula Template

BUSINESS FORMULA TEMPLATE

This Business Formula Agreement (the Agreement) is made and entered into as of by and between:

WHEREAS

WHEREAS, Provider has developed, owns and possesses a confidential business formula, methodology, and accompanying documentation and materials that constitute trade secret information of material commercial value to Provider (the Business Formula);

WHEREAS, Recipient desires to obtain limited access to the Business Formula for the sole purpose of evaluating, implementing and performing the Scope of Work set forth herein, subject to the confidentiality and use restrictions contained in this Agreement;

WHEREAS, Provider is willing to disclose the Business Formula to Recipient on the terms and conditions set forth in this Agreement in order to permit Recipient to perform the Scope of Work and pay Provider the compensation described below.

BUSINESS FORMULA DESCRIPTION

The Business Formula to be disclosed under this Agreement is described below. Recipient acknowledges that the description below is a non-exhaustive summary and that all disclosed documentation, data and know-how provided by Provider and designated as confidential are covered by the provisions of this Agreement.

SCOPE OF WORK

Provider shall disclose the Business Formula and related documentation to Recipient solely for the limited purposes set forth below. Recipient shall use the Business Formula only for the permitted activities and shall not disclose, reproduce, distribute or exploit the Business Formula except as expressly authorized in this Agreement.

PAYMENT TERMS

In full consideration for Provider's disclosure of the Business Formula and performance of the obligations in this Agreement, Recipient shall pay Provider as follows.

All amounts payable under this Agreement are exclusive of taxes. Recipient shall be responsible for any sales, use, value added or similar taxes resulting from payments under this Agreement, except for taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination shall not relieve Recipient of obligations with respect to confidentiality, return or destruction of the Business Formula, or payment of accrued amounts.

CONFIDENTIALITY

Recipient expressly acknowledges that the Business Formula is proprietary and constitutes trade secret information of Provider. Recipient shall:

(a) hold the Business Formula in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use the Business Formula solely for the Scope of Work set forth in this Agreement; (c) restrict disclosure of the Business Formula to employees, contractors or agents who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those herein; and (d) not reverse engineer, decompile or otherwise derive the underlying proprietary methods or processes.

Upon termination or expiration of this Agreement, Recipient shall promptly return to Provider or, at Provider's direction, securely destroy all tangible and electronic copies of the Business Formula and certify in writing that such return or destruction has been completed.

REPRESENTATIONS, INDEMNITY AND LIMITATION

Each party represents that it has the full right and authority to enter into this Agreement. Provider represents that it has the right to disclose the Business Formula and is not aware of any third party rights that would preclude the transfer of the limited rights granted herein. Recipient shall indemnify and hold harmless Provider from and against any losses, liabilities, costs or expenses arising from Recipient's breach, misuse or unauthorized disclosure of the Business Formula.

Except for breaches of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential or punitive damages arising out of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with all exhibits and written attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties agree that monetary damages may be insufficient to remedy a breach of confidentiality and that injunctive relief shall be available in addition to any other remedies at law or in equity.

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