Business Future Template

BUSINESS FUTURE TEMPLATE

This Business Future Agreement (the "Agreement") is entered into as of Effective Date: by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Party A is engaged in the business of developing and commercializing products, services, or strategies relating to its business objectives and desires to plan for certain future business efforts;

WHEREAS, Party B has expertise, capacity, and resources to collaborate with Party A on the development and execution of future business initiatives described herein; and

WHEREAS, the parties desire to set forth the scope, payment structure, confidentiality, term, and other terms governing their collaboration on such future business activities.

SCOPE OF WORK

Party B shall perform the services and deliverables described below in accordance with the timelines and standards set forth in this Agreement.

PAYMENT TERMS

In consideration for the services rendered by Party B, Party A shall pay the fees and expenses described below in accordance with the schedule and conditions set forth.

All payments are due net thirty (30) days from invoice date unless otherwise specified in the payment schedule. Party A shall be responsible for providing timely payment in accordance with this Agreement. Disputed charges must be raised in writing within ten (10) days of receipt of the invoice.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Party B shall deliver all completed work and any work in progress to Party A and shall be entitled to payment for all services performed and reimbursable expenses incurred through the effective date of termination subject to any setoffs permitted by law.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written, electronic, or visual, including but not limited to business plans, financial data, product designs, strategies, customer information, trade secrets, and technical data. Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to receipt; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party will: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations in this Section shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title, and interest in and to its pre-existing intellectual property. All deliverables created specifically for Party A by Party B under this Agreement shall be considered work made for hire to the extent permitted by law and, where applicable, shall vest exclusively in Party A upon full payment. To the extent any deliverables do not qualify as work made for hire, Party B hereby assigns and shall assign to Party A all right, title and interest in such deliverables upon receipt of full payment.

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.

NOTICES

Any notice required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, consolidation or sale of substantially all of its assets. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

ENTIRE AGREEMENT

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

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