Business IWP Agreement

Business IWP Agreement

This Business IWP Agreement ("Agreement") is made effective as of by and between the parties identified below.

WHEREAS

WHEREAS, Company seeks to engage Contractor to perform certain independent work product and related services described in this Agreement, and Contractor has represented that Contractor has the necessary expertise, personnel and resources to perform such services in a professional and timely manner; and

WHEREAS, the parties intend that the work performed under this Agreement shall result in the creation of work product, including inventions, designs, reports and other deliverables, and desire to set forth the terms and conditions governing the scope, ownership, compensation and confidentiality for such work;

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

Scope of Work

Contractor will perform the services and deliver the work product described below. Contractor shall provide the services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the Services, Company shall pay Contractor as set forth in this section. Contractor shall submit invoices in accordance with the invoicing procedure and Company shall pay undisputed amounts in accordance with the payment schedule below.

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at a rate of % per month (or the maximum lawful rate, if lower). Company shall be responsible for reasonable costs of collection for overdue amounts.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that remains uncured thirty (30) days after written notice of such breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party related to business, technology, customers, pricing, or other proprietary matters. Each receiving party shall (a) hold Confidential Information in strict confidence; (b) use it solely to perform under this Agreement; and (c) not disclose it to any third party except as required by law or to the receiving party's employees, contractors and advisors who have a need to know and are bound to protect the information. Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, was lawfully in the receiving party's possession prior to disclosure, or was rightfully received from a third party without restriction.

Intellectual Property and Work Product

All work product, deliverables, inventions, improvements, designs, concepts, documentation and other materials created, developed or reduced to practice by Contractor in connection with the performance of this Agreement (collectively, "Work Product") shall be deemed works made for hire to the fullest extent permitted by law and shall be owned exclusively by . Contractor hereby irrevocably assigns, transfers and conveys to that owner all right, title and interest in and to the Work Product, including all intellectual property rights. Contractor shall execute and deliver such instruments as reasonably requested to effectuate the foregoing assignment.

Representations, Warranties and Indemnity

Contractor represents and warrants that (a) Contractor has the full right and authority to enter into this Agreement and to perform the Services; (b) the Services and Work Product will be performed in a professional manner and will not infringe third-party intellectual property rights; and (c) Contractor will comply with all applicable laws. Contractor shall indemnify, defend and hold Company harmless from and against any third-party claims, liabilities, losses or expenses arising from Contractor's breach of the foregoing representations and warranties, provided that Company gives Contractor prompt notice of any claim and cooperates in the defense.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, breach of confidentiality, or Contractor's indemnification obligations under this Agreement, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees paid by Company to Contractor under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where Company maintains its principal place of business for any action arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits, schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement will be construed to create an employment, agency, joint venture or partnership relationship between them. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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