Business ICOA Document

Business ICOA Document

This Intercompany Cooperation and Operations Agreement (the Agreement) is entered into as of Effective Date: by and between:

Party A (Name): ; Address:

Party B (Name): ; Address:

RECITALS

WHEREAS, Party A and Party B each operate businesses that complement one another and desire to coordinate certain operations, allocate responsibilities and share certain resources in furtherance of their respective business objectives; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which they will cooperate, allocate costs, and manage joint operational activities described below; and

WHEREAS, each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

SCOPE OF WORK

PAYMENT TERMS

Total Consideration Payable by Party B to Party A: (expressed in currency). Payments shall be made in accordance with the schedule below.

Invoices shall be submitted to:

Late Payment Charge: If any undisputed amount payable under this Agreement is not paid within days after the due date, the unpaid balance shall accrue interest at , compounded monthly, or the maximum rate permitted by law, whichever is less.

Each party shall be responsible for its own taxes arising from amounts paid or received under this Agreement, except that amounts payable hereunder shall be reduced by applicable withholding taxes when required by law. If withholding is required, the paying party shall provide documentation of such withholding.

TERM AND TERMINATION

Commencement Date:     Termination Date:

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means any business, technical, financial or other non-public information disclosed by one party (Discloser) to the other party (Recipient) orally, in writing, or by inspection that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Recipient shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement.

Confidential Information shall not include information that (i) is or becomes publicly available through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or written request, Recipient shall promptly return or destroy all tangible Confidential Information and provide written certification of such return or destruction.

The parties acknowledge that a breach of this confidentiality obligation may cause irreparable harm for which monetary damages would be inadequate and that injunctive relief may be an appropriate remedy in addition to any other relief available at law or in equity.

INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any and all third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from Indemnifying Party's breach of representations, warranties or covenants under this Agreement, or from Indemnifying Party's gross negligence or willful misconduct in connection with performance hereunder.

GOVERNING LAW AND 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 any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedy available at law or in equity.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.

Amendment: This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, 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, relating to such subject matter.

NOTICES

AUTHORIZED REPRESENTATIVES

Each party represents and warrants that the individual signing below is an authorized representative with full power and authority to enter into this Agreement on behalf of the party.

Sign Now