Business Innovation Samples

BUSINESS INNOVATION SAMPLES

This Business Innovation Samples Agreement (the "Agreement") is entered into as of Effective Date: by and between:

and

Recitals

WHEREAS, Client desires to evaluate certain prototype samples, concepts, models or other innovation deliverables (collectively, "Samples") for potential commercial adoption and wishes to procure such Samples from Provider under the terms set forth herein; and

WHEREAS, Provider has developed or will develop the Samples and is willing to deliver Samples, technical documentation and related services to Client on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Scope of Work

Provider shall produce, deliver and, where applicable, install or demonstrate Samples as described below. Provider will perform the work with commercially reasonable skill and in accordance with the schedule set forth in this Agreement.

Payment Terms

Client shall pay Provider the fees specified below in accordance with the invoicing and payment schedule. All fees are payable in United States currency unless otherwise agreed in writing.

Late payments shall accrue interest at the rate of on the unpaid balance, plus any collection costs and reasonable attorneys' fees incurred by Provider in enforcing payment.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all information disclosed by the other party (the "Disclosing Party") that is marked or otherwise identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information for any purpose other than performing under this Agreement and shall 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 obligations of confidentiality no less restrictive than those contained herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was known by the Receiving Party without restriction prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination of this Agreement or upon written request, the Receiving Party shall promptly return or destroy Confidential Information as directed by the Disclosing Party.

Intellectual Property and Samples

Ownership of intellectual property shall be handled as follows. Provider represents that it has all rights necessary to provide the Samples and to grant the rights described in this Agreement. Unless the parties execute a separate written assignment, Provider retains ownership of Provider's preexisting intellectual property and of any invention, improvements or modifications made by Provider in the course of performing the work, subject to the limited license granted to Client below.

The parties may elect assignment of improvements or a different ownership allocation by checking the applicable box(es) below and describing terms in writing.

Assign all rights in Samples and improvements to Client

Provider retains ownership; grant Client a nonexclusive, nontransferable evaluation license

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any litigation arising out of this Agreement shall be the federal or state courts located in the same state, unless otherwise agreed in writing.

Miscellaneous

Entire Agreement: This Agreement, including all exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

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