Business Joi Template

BUSINESS JOI TEMPLATE

This Business Joint Operating Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , a business organized and existing under the laws of , with principal place of business at ; and Party B: , a business organized and existing under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B desire to collaborate to undertake certain business activities and provide goods or services as described herein (the "Project"); and

WHEREAS, the Parties wish to set forth the terms and conditions governing their respective rights, duties and obligations with respect to the Project, including allocation of work, compensation, confidentiality and termination;

WHEREAS, the Parties intend that this Agreement establish the entire understanding between them regarding the Project and supersede prior discussions and understandings, whether written or oral.

SCOPE OF WORK

The Parties agree that the Project shall consist of the services and deliverables described below. Each Party shall perform its obligations in a timely and professional manner consistent with industry standards.

PAYMENT TERMS

Compensation for services and deliverables shall be paid in accordance with the amounts and schedule set forth below. Unless otherwise agreed in writing, all payments are due within the stated payment period and are exclusive of taxes for which the paying Party shall be responsible.

If any undisputed amount due under this Agreement is not received within days after the due date, the defaulting Party shall pay interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, a one-time administrative late fee of USD may be assessed.

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 providing written notice to the other Party at least days prior to the proposed termination date. Either Party may terminate immediately for material breach if such breach is not cured within days after written notice of the breach. Termination shall not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

Each Party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party"), except as required to perform obligations under this Agreement. "Confidential Information" includes all non-public business, technical, financial and strategic information disclosed in any form. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party without obligation of confidentiality from a third party; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall take reasonable measures to protect the confidentiality of the Disclosing Party's Confidential Information and shall only use such information to perform its obligations under this Agreement. All Confidential Information and any copies thereof shall be returned or destroyed upon termination of this Agreement or upon written request of the Disclosing Party. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The Parties agree that any dispute arising out of or related to this Agreement shall be resolved by the courts located in that State, subject to any mandatory jurisdictional provisions.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its duties 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 its assets, or transfer of control.

Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth above or to such other address as a Party provides in writing.

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