Business Intercompany Agreement

Business Intercompany Agreement

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

Parties

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain goods and services to affiliated entities and maintains operational capabilities and resources relevant to internal intercompany transactions; and

WHEREAS, Party B is an affiliated entity that requires the services or goods described herein and desires to procure such services or goods from Party A on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Party A shall provide the following goods and services to Party B in accordance with the terms and performance standards set forth below.

Payment Terms

Compensation: Party B shall pay Party A the Total Contract Amount of USD for the services and deliverables described herein, subject to adjustments expressly provided in this Agreement.

Payment Schedule: Payments shall be made according to the following schedule: . Party A shall submit invoices in writing and each invoice shall describe the services rendered and any approved expenses.

Invoice Payment Terms: Invoices are due and payable within days of receipt unless otherwise agreed in writing. Payments shall be made in lawful currency of the United States by electronic transfer or other method agreed between the parties.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower. The parties acknowledge that interest and collection costs are remedies in addition to any other remedies available at law or equity.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

Effect of Termination: Upon termination, Party B shall pay Party A for all services performed and expenses incurred through the effective date of termination. Sections pertaining to confidentiality, indemnification, payment of accrued obligations and governing law shall survive termination.

Confidentiality

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether oral, written, electronic or otherwise, 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.

Non-Disclosure and Use: The Receiving Party shall (i) hold the Disclosing Party's Confidential Information in strict confidence, (ii) not disclose such information to any third party except as expressly permitted by this Agreement, and (iii) use the Confidential Information solely to perform its obligations under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) was known to the Receiving Party prior to disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of this Section and that injunctive relief and other equitable remedies shall be available to the Disclosing Party in addition to any other remedies at law or in equity.

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. Each party irrevocably submits to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement; Miscellaneous

Entire Agreement: This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization provided that the assignee assumes the assigning party's obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party designates by written notice to the other.

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