Business JD Template

BUSINESS JD TEMPLATE

THIS BUSINESS JOINT DEVELOPMENT AGREEMENT (the "Agreement") is made effective as of by and between Client Name: , Address: (hereinafter "Client"), and Provider Name: , Address: (hereinafter "Provider").

WHEREAS

WHEREAS, Client possesses business expertise, market channels and certain proprietary information relevant to the development of the Project described below;

WHEREAS, Provider has technical capability and resources to perform research, design and development services necessary to create the deliverables for the Project;

WHEREAS, the Parties desire to set forth the terms under which they will cooperate to develop, test and, where applicable, commercialize the Joint Development Deliverables subject to the terms and conditions of this Agreement.

1. SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below (the "Project"). The Parties agree that the objective of the Project is to:

Provider shall deliver milestones and deliverables according to the schedule set forth in the Scope of Work. Changes to the Scope of Work shall be documented in writing and signed by authorized representatives of both Parties; any change that materially increases costs or time to perform shall entitle Provider to an equitable adjustment in fees and schedule.

2. PAYMENT TERMS

As consideration for Provider's services, Client shall pay Provider the fees described below in accordance with the schedule set forth in this Section.

Payments are due within days of receipt of an undisputed invoice. Late payments shall accrue interest as set forth below.

If Client disputes an invoice in good faith, Client shall provide written notice of the dispute within days of receipt. The Parties shall negotiate in good faith to resolve any such dispute without suspension of work, except where such suspension is reasonable.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue until the End Date or until terminated as provided below.

Start Date: . End Date: .

Either Party may terminate this Agreement for convenience upon giving days' prior written notice to the other Party. Either Party may terminate for material breach if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination for any reason, Client shall pay Provider for all work performed and non-cancellable obligations incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

4. CONFIDENTIALITY

"Confidential Information" means information disclosed by one Party to the other 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. Confidential Information excludes information that (i) is or becomes publicly known through no breach by the recipient, (ii) is rightfully received from a third party without obligation of confidentiality, (iii) is independently developed by the recipient without use of the discloser's Confidential Information, or (iv) is required to be disclosed by law, provided the disclosing Party is given prompt notice and opportunity to seek protective relief.

Each Party shall (a) use the other's Confidential Information solely to perform its obligations under this Agreement, (b) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose the other's Confidential Information to any third party except to its employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall remain in effect for years following disclosure, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Each Party retains all right, title and interest in its pre-existing intellectual property. As between the Parties, ownership of intellectual property created solely by Provider in the performance of this Agreement shall be assigned to , unless otherwise expressly agreed in writing. Jointly developed intellectual property shall be owned as follows unless otherwise agreed in writing: .

Each Party grants the other a non-exclusive, non-transferable, royalty-free license to use its background IP solely for the purposes of performing this Agreement and exploiting the agreed Project deliverables as specified in writing.

6. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each Party represents that it has full power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. Provider represents that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, AND ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Each Party shall indemnify, defend and hold harmless the other Party from third-party claims arising from the indemnifying Party's gross negligence or willful misconduct, or from its breach of representations, warranties or confidentiality obligations under this Agreement. Liability of either Party arising out of or related to this Agreement shall be limited to direct damages and shall not exceed the fees actually paid to Provider under this Agreement in the twelve (12) months preceding the claim, except for liability arising from willful misconduct or gross negligence which is not so limited.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising under this Agreement, subject to any mandatory forum requirements.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, quotations and communications, whether written or oral. No amendment or waiver will be effective unless in writing and signed by authorized representatives of both Parties.

9. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below or at such other address as a Party may designate in writing in accordance with this Section. Notices will be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after mailing by certified mail, return receipt requested.

10. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties are independent contractors and nothing herein creates an agency, partnership, joint venture or employment relationship. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes the assigning Party's obligations hereunder.

Sign Now