Business ICD Document

BUSINESS ICD DOCUMENT

This Business ICD Document (the "Agreement") is made and entered into as of Effective Date: by and between Party A Name: and Party B Name: .

PARTY IDENTIFICATION

Corporation LLC Partnership Other

Corporation LLC Partnership Other

RECITALS

WHEREAS, Party A is engaged in business activities involving the design, development and commercial deployment of certain products, services and related intellectual property;

WHEREAS, Party B has complementary capabilities and resources and the parties desire to collaborate on certain defined activities and allocate responsibilities, compensation and risk in accordance with the terms set forth herein;

WHEREAS, the parties intend this Agreement to set forth the material terms governing the collaboration, confidentiality obligations, payment arrangements, and procedures for termination.

SCOPE OF WORK

The parties shall perform the tasks, deliverables and responsibilities described below. Each party shall perform in good faith and according to commercially reasonable standards.

PAYMENT TERMS

In consideration for performance under this Agreement, Party B shall pay Party A the fees set forth below, subject to the invoicing and payment procedures described herein.

Interest shall accrue on overdue amounts at the lesser of (a) the rate of percent per month, or (b) the maximum rate permitted by applicable law. In addition, the non-paying party shall reimburse reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience by providing written notice at least days prior to the effective termination date.

Upon termination for any reason, each party shall promptly return or destroy Confidential Information received from the other and shall pay all undisputed amounts due for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party 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, financial information, technical data, trade secrets, designs, drawings, source code, and customer lists.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this Section do not apply to information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received rightfully from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law or regulation, provided it gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation; if negotiation fails, disputes shall be resolved by binding arbitration under the commercial arbitration rules mutually agreed by the parties, conducted in the county or city selected by the party initiating arbitration, unless otherwise agreed in writing.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar transaction provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above by personal delivery, certified mail, or commercial overnight courier and shall be effective upon receipt.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid provision with a valid substitute that achieves, to the extent possible, the original intent of the parties.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

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