Business Joint Venture Solicitation

Business Joint Venture Solicitation

Solicitation Reference No.:    Date of Solicitation:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing and seeks a collaborative arrangement to pursue certain commercial opportunities; and

WHEREAS, Party B possesses complementary expertise in and is willing to evaluate a joint venture for the purpose identified below; and

WHEREAS, the Parties desire to document the terms of this solicitation and certain pre-contractual understandings pending negotiation and execution of a definitive Joint Venture Agreement.

Project Description / Purpose

Project Name:

Scope of Work

The Parties intend to collaborate on the activities described below. The following sets out the initial proposed scope and responsibilities; the definitive Joint Venture Agreement will further specify deliverables, milestones, and allocations of liabilities and benefits.

Payment Terms

Payment Amount (Total Proposed Contribution):

Late Payment Fee:    or flat fee:

Term and Termination

Proposed Term Commencement Date:    Proposed Term Expiration Date:

Either Party may terminate negotiations or the preliminary relationship upon written notice to the other Party. To terminate the solicitation or any interim cooperation, the terminating Party shall provide days' prior written notice.

Termination for Cause: Either Party may immediately suspend further performance and seek remedies if the other Party materially breaches any material obligation, fails to cure such breach within days after written notice, or becomes subject to insolvency proceedings.

Confidentiality

For the purposes of this solicitation, "Confidential Information" means non-public information disclosed by one Party to the other concerning business plans, financial data, technical specifications, customer lists, pricing, processes, trade secrets, or other information reasonably understood to be confidential. The Parties agree:

(a) To hold Confidential Information in strict confidence and to use it solely for evaluation and negotiation of the proposed joint venture; to restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

(b) Notwithstanding the foregoing, Confidential Information does not include information that is known to the receiving Party prior to disclosure without restriction, becomes publicly available other than through breach of this solicitation, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information. Disclosure compelled by law or valid court order is permitted only after providing the disclosing Party reasonable prior notice and cooperation to seek protective relief.

Non-Binding Nature; Exclusivity

This solicitation and the recitals herein are intended as a non-binding expression of intent to negotiate. No Party shall be bound to enter into any joint venture, partnership, or contractual relationship until the Parties execute a definitive written Joint Venture Agreement setting forth material terms and duly authorized signatures. This solicitation does not grant any exclusivity unless expressly agreed in writing by both Parties.

Representations and Warranties

Each Party represents and warrants to the other that it has full corporate power and authority to enter into this solicitation and to perform its obligations hereunder, and that execution and delivery of this solicitation has been duly authorized by all necessary corporate action.

Governing Law

This solicitation shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither Party shall be liable to the other for special, consequential, incidental or punitive damages arising out of or related to this solicitation, whether in contract, tort, strict liability or otherwise.

Entire Agreement

This solicitation constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, proposals, representations and understandings, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Notices

Additional Provisions

Each Party shall comply with all applicable laws and regulations in connection with this solicitation and any subsequent joint venture. Nothing in this solicitation creates an agency, employment or partnership relationship other than as may be expressly set forth in a definitive Joint Venture Agreement.

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