Business Incentives Agreement

BUSINESS INCENTIVES AGREEMENT

This Business Incentives Agreement (the Agreement) is entered into effective as of by and between Company Name: , a business organized and existing under the laws of (Company), and Incentive Provider: (Provider).

RECITALS

WHEREAS, Company seeks financial incentives, credits, or reimbursements to support specified business activities and investments within the territory or program administered by Provider; and

WHEREAS, Provider administers incentive programs and is willing to provide certain incentives to Company subject to the terms, performance requirements, reporting, and clawback provisions set forth herein; and

WHEREAS, the parties desire to set forth the obligations, payment mechanics, conditions precedent, and remedies applicable to the incentives to be provided to Company;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

INCENTIVE AND PAYMENT TERMS

Provider agrees to provide incentives to Company subject to the terms below. Total Incentive Amount: (in lawful currency).

Payment Terms: Provider will remit approved incentive payments within days after receipt of a complete and compliant invoice and required supporting documentation. Late payments shall accrue a late fee of % per month on overdue balances, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Provider may terminate immediately for cause upon written notice if Company materially breaches any representation, warranty, or obligation and fails to cure such breach within thirty (30) days of written notice.

Upon termination, Company shall promptly repay any unearned or clawed-back incentives in accordance with the Clawback and Repayment provisions set forth below.

CONFIDENTIALITY

Each party (the Receiving Party) shall keep confidential and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" includes non-public business information, financial data, incentive calculations, trade secrets, and performance records, but does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidentiality; or (c) is independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information to its employees, agents, advisors, or auditors who have a need to know and are bound to protect its confidentiality. Where disclosure is compelled by law or regulation, the Receiving Party shall promptly notify the Disclosing Party to the extent permitted and cooperate to seek confidential treatment or a protective order.

COVENANTS, REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person executing this Agreement on its behalf is duly authorized to bind that party.

CLAWBACK, AUDIT, AND RECORDS

Company shall retain records and documentation supporting all claims for incentives for a period of years following final payment. Provider, or its designated auditor, shall have the right, upon reasonable prior notice, to audit such records during regular business hours to verify compliance with this Agreement.

INDEMNIFICATION

Each party shall defend, indemnify, and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

GOVERNING LAW AND REMEDIES

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 acknowledge that a breach of the confidentiality, reporting, or clawback provisions may cause irreparable harm for which monetary damages may be inadequate; accordingly, each party is entitled to seek injunctive relief in addition to any other available remedies.

NOTICES

Notices shall be effective upon receipt when delivered by hand, overnight courier, or certified mail to the addresses specified above, or to such other address as a party may designate by written notice.

ENTIRE AGREEMENT

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

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

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