Business Innovation Document

BUSINESS INNOVATION DOCUMENT

This Business Innovation Document ("Agreement") is made and entered into as of Effective Date: by and between Party A Name: with address: (the "Company"), and Party B Name: with address: (the "Innovator").

WHEREAS

WHEREAS, the Company is engaged in the development, evaluation and commercialization of products and services and desires to obtain innovation, prototypes, designs, technical improvements, or other creative deliverables described herein (collectively, "Work Product");

WHEREAS, the Innovator has relevant expertise and capabilities and agrees to perform certain innovation and development services for the Company under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to specify the scope of work, allocation of intellectual property rights, payment terms, confidentiality obligations and dispute resolution and governing law provisions relating to their collaboration.

SCOPE OF WORK

The Innovator shall perform the tasks, deliver the deliverables, and meet the milestones described below. The Innovator shall exercise commercially reasonable efforts and industry-standard care in performing the services and delivering the Work Product.

PAYMENT TERMS

In consideration for the services and Work Product delivered under this Agreement, the Company shall pay the Innovator in accordance with the following terms. All payments are due in United States Dollars unless otherwise agreed in writing.

The Innovator shall submit invoices in writing, which shall include sufficient detail to permit verification. Unless otherwise agreed, undisputed invoices not paid within the Payment Due Days shall accrue the Late Payment Fee set forth above. The Company may withhold amounts reasonably disputed in good faith until resolution.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

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. Either party may terminate immediately for insolvency, bankruptcy, or appointment of a receiver for the other party.

Upon termination for any reason, the Innovator shall deliver to the Company all completed Work Product and shall return or destroy Confidential Information in accordance with the Confidentiality section below. Termination does not relieve either party of payment obligations accrued prior to termination.

CONFIDENTIALITY

Each party (a "Receiving Party") shall hold in strict confidence and not disclose or use any Confidential Information of the other party (a "Disclosing Party") except as required to perform the Receiving Party's obligations under this Agreement. "Confidential Information" includes non-public business, technical, financial, product and process information, prototypes, designs, source code, specifications, and any other information that is designated confidential or that, by its nature, ought reasonably to be treated as confidential.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction and without breach of an obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to those of its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and agree that injunctive relief is a proper remedy in addition to other available remedies.

INTELLECTUAL PROPERTY

"Background IP" means intellectual property, know-how and materials owned or controlled by a party prior to the Effective Date or developed independently of this Agreement. "Work Product" means inventions, discoveries, designs, improvements, software, data, documentation and other results conceived, developed or reduced to practice by the Innovator in the performance of services under this Agreement.

The parties agree that Work Product shall be treated as follows (select one option that applies to this collaboration):

The Innovator hereby assigns to the Company all right, title and interest in and to the Work Product, including all intellectual property rights, to the fullest extent permissible by law.

Alternatively, the Innovator grants the Company a perpetual, worldwide, royalty-free, transferable license to use, reproduce, modify and exploit the Work Product (only if selected by agreement of the parties).

The Innovator shall retain ownership of Background IP disclosed to the Company, provided the Innovator grants the Company a non-exclusive license to any Background IP reasonably necessary to practice the Work Product, unless the parties expressly agree otherwise in writing. The Innovator shall execute assignments, provide documentation and take other actions reasonably necessary to effectuate the ownership or license provisions set forth above.

WARRANTIES; LIMITATIONS

Each party represents and warrants that it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations. The Innovator warrants that, to the best of its knowledge, the Work Product will not knowingly infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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, the parties agree that disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise agreed in writing.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits and attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter 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.

Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a sale of substantially all of its assets or a merger. The provisions that by their nature should survive termination or expiration (including confidentiality, intellectual property, payment obligations and limitations of liability) shall survive.

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