Business IPCC Document

DOCUMENT NAME

This Business IPCC Document (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the development, improvement and commercialization of certain business processes, software, methodologies and related materials and intends to disclose information and materials to Client for the purpose of evaluation, collaboration and performance of services described herein; and

WHEREAS, Client seeks to engage Service Provider to perform specified services and understands that such engagement may involve access to Service Provider's confidential information and intellectual property, and both parties desire to set forth their respective rights and obligations with respect to such information and work product.

WHEREAS, the parties intend to establish clear ownership, confidentiality and cooperation procedures with respect to inventions, improvements, proprietary data and deliverables created or exchanged under this Agreement.

SCOPE OF WORK

Deliverables shall be specified in writing and schedules agreed by the parties. Changes to scope shall be documented and require mutual written approval prior to implementation.

PAYMENT TERMS

Invoices submitted by Service Provider shall be payable by Client within days of invoice receipt. Late payments shall incur a late fee of or interest at the rate of , whichever is greater, calculated monthly on outstanding balances.

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 convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all work performed and non-cancellable obligations incurred through the effective date of termination. Each party shall, within ten (10) days of termination, return or destroy Confidential Information as provided in the Confidentiality section.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information, whether oral, written or electronic, disclosed by one party (Disclosing Party) to the other party (Receiving Party) 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, including business plans, technical data, trade secrets, customer lists, pricing, and prototypes.

The Receiving Party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) protect Confidential Information with at least the same degree of care it employs to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors or professional advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prompt written notice and cooperates with reasonable efforts to limit disclosure or seek protective orders.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and any improvements, inventions or know-how conceived or developed by Service Provider outside the scope of specific deliverables. All deliverables created specifically for Client under this Agreement shall be considered "Work Product." Ownership of Work Product shall be:

If ownership of Work Product is assigned to Client, Service Provider grants to Client a perpetual, worldwide, royalty-free license to any Service Provider pre-existing intellectual property embodied solely to the extent required for Client's use of the Work Product. The parties shall document in writing any deviations from the foregoing.

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. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules, statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous oral and written agreements, proposals and communications. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor by merger or sale of substantially all its assets, provided that the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or intellectual property provisions, and each party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law.

Notices under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of the respective party.

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