Business ICCA Document

BUSINESS ICCA DOCUMENT

This Business ICCA Document (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing services, products, intellectual property, or technical deliverables as described herein;

WHEREAS, Party B desires to engage Party A to perform the services and to receive certain deliverables, and the parties intend that certain confidential information and assignment of rights be governed by the terms of this Agreement;

WHEREAS, the parties wish to set forth the scope of work, payment terms, confidentiality obligations, assignment of rights, and other terms governing their commercial relationship.

SCOPE OF WORK

Party A shall perform the services and deliver the deliverables described below. The parties agree that the specific tasks, milestones, deliverables and acceptance criteria will be as follows:

PAYMENT TERMS

In consideration for the services and deliverables provided by Party A, Party B shall pay Party A in accordance with the schedule and amounts set forth below. All amounts are payable in lawful currency of the specified jurisdiction.

Late payments shall bear interest at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, Party B shall pay all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether written, oral or electronic, 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, business plans, pricing, customer lists, source code, designs, technical data and trade secrets.

The receiving party shall (i) use Confidential Information solely for the performance of its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach by the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained by the receiving party from a third party without restriction and without breach of an obligation to the disclosing party.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

ASSIGNMENT OF RIGHTS

To the fullest extent permitted by applicable law, Party A hereby assigns and agrees to assign to Party B, and Party B shall own, all right, title and interest in and to the deliverables and any intellectual property created specifically for Party B under this Agreement, including all copyrights, patent rights, and moral rights that may be assigned. Party A further agrees to execute and deliver all documents reasonably necessary to effectuate such assignment.

Notwithstanding the foregoing, pre-existing materials of Party A and general skills, know-how or tools used by Party A in performing the services shall remain the sole property of Party A, provided that no Confidential Information or proprietary deliverables of Party B are included.

WARRANTIES AND LIMITATIONS

Each party represents that it has authority to enter into this Agreement. Party A warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the parties do not resolve the dispute through negotiation within 30 days, either party may pursue any remedies available in the courts of the chosen jurisdiction.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or to such other address as either party may designate in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each party.

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