Business Innovation Plan

BUSINESS INNOVATION PLAN

Company Name:    Company Address:

Innovation Partner Name:    Partner Address:

Effective Date:    Plan Title:

RECITALS

WHEREAS, Company Name and Innovation Partner agree that development and implementation of new products, processes, or services as described in this Business Innovation Plan will advance the business interests of the parties and may generate proprietary technologies and confidential information; and

WHEREAS, Innovation Partner represents that it possesses the technical expertise, personnel and resources necessary to undertake the scope of work set forth in this Plan and that Company Name will provide the cooperation and resources identified in this document; and

WHEREAS, the parties desire to set forth their mutual obligations, deliverables, payment terms, confidentiality protections and other terms governing their collaboration as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

EXECUTIVE SUMMARY

OBJECTIVES

SCOPE OF WORK

The Innovation Partner shall perform the services and produce the deliverables described below in accordance with the milestones and acceptance criteria set forth in this Plan.

Milestone 1:   Target Date:

Milestone 2:   Target Date:

PAYMENT TERMS

Payment Due Within:    Late Fee:

All payments shall be made in United States Dollars unless otherwise agreed in writing. The Innovation Partner shall invoice Company Name in accordance with the payment schedule; invoices unpaid beyond the payment terms shall accrue interest at the late fee rate specified above and Company reserves the right to suspend work for nonpayment following ten (10) days' written notice.

TERM AND TERMINATION

Start Date:    End Date:

Notice Period for Termination Without Cause (days):

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for services performed and deliverables accepted.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Plan, and (c) disclose Confidential Information only 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.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was in the receiving party's possession prior to receipt from the disclosing party, or (iii) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality and that the disclosing party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Innovation Partner hereby assigns and agrees to assign to Company Name all right, title and interest in and to any inventions, discoveries, improvements, designs, works of authorship, technical data and other intellectual property developed in the course of performing the Scope of Work (collectively, "Work Product"). Company Name shall have the exclusive right to obtain patents, copyrights, and other statutory protections for Work Product.

Pre-existing Materials: Each party retains ownership of its pre-existing intellectual property. To the extent necessary to use or exploit Work Product, Innovation Partner grants Company Name a perpetual, irrevocable, worldwide, royalty-free license to use any of Innovation Partner's pre-existing materials incorporated into the Work Product.

LIMITATION OF LIABILITY; WARRANTIES

Warranties: Each party represents and warrants that it has full power and authority to enter into this Agreement and that its performance will not violate applicable law or the rights of any third party. Innovation Partner warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total amount of fees paid by Company Name to Innovation Partner under this Plan.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: 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.

Dispute Resolution: The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation between senior representatives. If unresolved within thirty (30) days, disputes shall be resolved by the courts located in the county of the governing law state specified above.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Business Innovation Plan, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

RISK MANAGEMENT

MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture or agency relationship.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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