Business Initiative Template

BUSINESS INITIATIVE TEMPLATE

This Business Initiative Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at Company Address: and Partner Name: with principal place of business at Partner Address: .

RECITALS

WHEREAS, Company wishes to initiate the business initiative titled Initiative Title: (Initiative) to advance specified commercial objectives and to engage Partner for expertise, resources, and implementation assistance; and

WHEREAS, Partner represents that it has the necessary expertise, personnel, and capacity to perform the services described in this Agreement and is willing to perform such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Initiative and to memorialize commercial terms, confidentiality obligations, and governance in this Agreement.

1. SCOPE OF WORK

1.1 Services. Partner shall provide the services, deliverables and milestones described below in accordance with the schedules and standards set forth in this Agreement.

2. PAYMENT TERMS

2.1 Fees. In consideration for the performance of the Services, Company shall pay Partner the Total Fee and according to the Payment Schedule set forth below. All amounts are stated in the currency indicated and exclude applicable taxes unless otherwise specified.

2.2 Expenses. Unless otherwise agreed in writing, Company shall reimburse reasonable out-of-pocket expenses pre-approved in writing by Company. Partner shall provide supporting documentation for reimbursable expenses.

3. TERM AND TERMINATION

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

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued as of the date of termination.

3.3 Effect of Termination. Upon termination, Partner shall deliver all work in progress and completed deliverables to Company and Company shall pay Partner for all Services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means any non-public information disclosed by a party relating to business plans, financial information, operations, trade secrets, technical information, customer lists, pricing, and other proprietary information, whether disclosed orally, in writing, or by inspection of tangible objects.

4.2 Obligations. Each receiving party shall (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, consultants and advisors who have a need to know; and (c) exercise at least the same degree of care to protect Confidential Information as it employs with respect to its own confidential information, but in no event less than reasonable care.

4.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully obtained from a third party without restriction.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all deliverables specifically created for Company under this Agreement shall be considered works made for hire and ownership of such deliverables and associated intellectual property rights shall vest in Company upon full payment. Partner retains ownership of Partner's pre-existing intellectual property and tools; Partner grants Company a non-exclusive license to any such pre-existing materials included in deliverables to the extent necessary for Company's use of the deliverables.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any contractual obligation or law applicable to such party.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

8. ENTIRE AGREEMENT

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

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

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