Business Integrated Subgroups

BUSINESS INTEGRATED SUBGROUPS AGREEMENT

Parties

Recitals

WHEREAS, Party A is engaged in business operations and strategic programs that require coordinated subgroup initiatives designed to align resources, standards, and deliverables across organizational boundaries; and

WHEREAS, Party B possesses complementary expertise and resources and has agreed to participate in one or more integrated subgroups to achieve shared objectives under the terms of this Agreement (the integrated subgroup or Subgroup); and

WHEREAS, the parties desire to define the governance, scope, compensation, confidentiality, and other terms governing the establishment and operation of Business Integrated Subgroups commencing on Effective Date: .

Definitions

For purposes of this Agreement, "Subgroup Deliverables" means the tangible outputs, reports, prototypes, data sets, software modules, and documented processes produced by the Subgroup as described in Section 3. "Confidential Information" has the meaning set forth in Section 6.

Scope of Work

The Subgroup shall perform the work described below. The parties agree to collaborate in good faith to meet the objectives and milestones identified herein and in any schedules or statements of work mutually executed and attached to this Agreement.

Payment Terms

As compensation for services and contribution to Subgroup Deliverables, Party A shall pay Party B in accordance with the terms set forth below. Payments shall be conditioned upon delivery and acceptance of invoiced deliverables as provided in this Agreement.

All payments are exclusive of taxes for which the payor is responsible. If withholding is required by applicable law, the payer shall withhold only the required amount and provide documentation evidencing such withholding.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above following written notice. Either party may terminate for convenience upon providing the notice period. Upon termination, each party will return Confidential Information of the other and shall pay any undisputed amounts due for work performed through the effective date of termination.

Confidentiality

Each party (Disclosing Party) may disclose Confidential Information to the other party (Receiving Party). Receiving Party shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of the Receiving Party; (ii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iii) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt written notice and cooperates with the Disclosing Party in any lawful effort to limit or contest such disclosure.

Intellectual Property and Work Product

Unless otherwise agreed in writing, each party retains ownership of its pre-existing intellectual property. Subgroup Deliverables created jointly shall be owned as follows: . The parties shall execute any documents reasonably necessary to effectuate such ownership and to grant licenses required to exploit the Subgroup Deliverables.

Representations and Warranties; Liability

Each party represents that it has the full right, power, and authority to enter into this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Neither party shall be liable for indirect, incidental, special or consequential damages except for liability arising from breach of confidentiality or willful misconduct. Aggregate liability shall not exceed the total compensation paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to choice-of-law principles. The parties agree to attempt good-faith negotiation to resolve disputes and, if unresolved within thirty (30) days, to submit the dispute to binding arbitration in the agreed-upon jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. No amendment will be effective unless in a writing signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may provide in writing. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, provided that assignment to an affiliate or in connection with a merger or sale of substantially all assets shall not require consent.

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