Business Interventure Agreement

BUSINESS INTERVENTURE AGREEMENT

This Business Interventure Agreement (the "Agreement") is made and entered into as of (the "Effective Date"), by and between the parties identified below.

Parties

Corporation LLC Partnership Sole Proprietorship Other

Corporation LLC Partnership Sole Proprietorship Other

RECITALS

WHEREAS, Party A has expertise, resources, and market access relating to operations and commercial distribution described in the Scope of Work and desires to combine certain resources with Party B for the purpose of pursuing joint business opportunities on the terms set forth in this Agreement;

WHEREAS, Party B possesses complementary capabilities, proprietary processes, or customer relationships and is willing to contribute defined services and capital as described herein to the interventure;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the joint activities, allocation of profits and losses, payment terms, confidentiality, and governance under the terms and conditions of this Agreement.

SCOPE OF WORK

The parties shall collaborate on the activities and deliverables described below. Each party shall perform its obligations in a commercially reasonable manner and in accordance with the schedule, milestones, and specifications that follow.

PAYMENT TERMS

The parties agree that compensation and expense allocation for services and contributions to the interventure will be as follows:

If any payment due under this Agreement is not paid within days after the due date, the delinquent amount shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less). In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until the earlier of the End Date or termination in accordance with this Section. The initial term shall begin on and end on (the "End Date").

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any material representation, warranty, or obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party to the other, whether disclosed orally, visually, or in writing, including but not limited to business plans, financial information, technical data, trade secrets, customer lists, pricing, and proprietary processes. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure as demonstrated by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party.

Each receiving party shall (i) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement, (ii) use Confidential Information solely for the purposes of performing under this Agreement, and (iii) restrict disclosure to those employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall continue for a period of following termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for so long as such information remains a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located within such state for the resolution of disputes arising under or in connection with this Agreement, subject to any equitable relief the parties may seek.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules 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 communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and duly executed by the authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and continue to be binding upon the parties. Neither party may assign its rights or delegate its 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 change of control, provided that the assignee assumes all obligations hereunder.

Any 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 each party may designate in writing, and shall be deemed given upon personal delivery, three days after deposit in the United States mail, postage prepaid, or one business day after delivery to a nationally recognized overnight courier.

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