Business Innovation Letter

Business Innovation Letter

This Business Innovation Letter (the "Letter") is entered into by the parties identified below as of the Effective Date set forth herein and documents the terms under which the parties will collaborate on the innovation activities described in this Letter.

Parties

WHEREAS

WHEREAS, Innovator has developed or proposes to develop certain concepts, prototypes, methods and technical information related to business innovation, product development, processes, or services (collectively, "Innovation") and desires to disclose certain Confidential Information concerning such Innovation to Collaborator for the purposes set forth in this Letter; and

WHEREAS, Collaborator has experience, resources, or market access that may facilitate development, testing, commercialization or improvement of the Innovation and is willing to participate in a limited collaboration subject to the terms of confidentiality, intellectual property allocation and payment set forth below; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, and legal protections governing their collaboration as of the Effective Date.

Effective Date

Effective Date:

Scope of Work

The Innovator will disclose Innovation and related materials to Collaborator and the parties will undertake the activities described below. The parties agree to use commercially reasonable efforts to perform the tasks, milestones, and deliverables described in this section.

Payment Terms

In consideration of the services and collaboration described herein, Collaborator shall pay Innovator according to the schedule set forth below. All monetary amounts are in U.S. dollars unless otherwise indicated.

Any payment not received within days of the due date shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law. The parties may also agree to suspend work for overdue invoices following a prior written notice of days.

Term and Termination

Term: This Letter commences on the Start Date and, unless earlier terminated in accordance with this section, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Letter for convenience upon providing the other party with written notice days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for completed work and obligations regarding Confidential Information and intellectual property allocations described herein.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) whether in writing, orally, visually or electronically, 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, including but not limited to technical data, prototypes, designs, trade secrets, business plans, financial information and customer lists.

Obligations: The Receiving Party shall (i) hold Confidential Information in strict confidence and exercise no less than a reasonable degree of care to protect it, (ii) use Confidential Information solely for the purposes set forth in this Letter, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall be liable for breaches by its permitted recipients.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Letter, (ii) is rightfully obtained by Receiving Party from a third party without restriction, (iii) is independently developed without use of or reference to Confidential Information, or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party in any protective measures.

Duration: The confidentiality obligations in this section shall survive termination of this Letter for a period of years, or for trade secrets for as long as such information remains a trade secret under applicable law.

Intellectual Property

Ownership: Except as expressly set forth in a subsequent written agreement signed by both parties, each party retains ownership of its pre-existing intellectual property. Unless the parties execute a separate assignment or license agreement, any new inventions, developments or deliverables specifically commissioned and paid for under this Letter shall be owned by subject to any licenses granted to the other party as described below.

License: To the extent necessary for the receiving party's limited use and exploitation of deliverables contemplated by this Letter, the owning party grants the other a non-exclusive, non-transferable, royalty-bearing or royalty-free license as specified in any confirmed statement of work or separate written agreement.

Representations and Warranties; Liability

Each party represents that it has full power and authority to enter into this Letter. Except as expressly set forth in this Letter, the parties disclaim all other warranties, express or implied. Neither party shall be liable to the other for incidental, consequential, special or punitive damages, and aggregate liability shall be limited to the total amounts paid under this Letter during the twelve (12) month period preceding the claim, except for breaches of confidentiality or willful misconduct.

Governing Law

This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any disputes arising under this Letter shall be in the state and federal courts located within that State unless otherwise mutually agreed in writing.

Entire Agreement

This Letter, together with any schedules, statements of work 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, negotiations and discussions, whether oral or written. Any amendment or modification to this Letter must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Letter shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notice is effective upon receipt.

Miscellaneous

Relationship: The parties are independent contractors. Nothing in this Letter creates an employment, partnership, joint venture or agency relationship. Assignment: Neither party may assign this Letter without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all of a party's assets. Severability: If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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