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Business Joust Agreement

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BUSINESS JOUST AGREEMENT

Agreement Date:

Parties

First Party Name:

Second Party Name:

Recitals

WHEREAS, First Party named above is engaged in the business of hosting, coordinating and facilitating competitive business events involving structured commercial negotiations and demonstrations of commercial capability (the "Joust Events"), and possesses the personnel, equipment, and expertise necessary to operate such events; and

WHEREAS, Second Party desires to participate in or co-host certain Joust Events and to retain First Party to provide specified services in connection with the Joust Events on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Services shall include planning, promotion, venue coordination, participant screening, adjudication procedures, equipment provision, and post-event reporting as specified in the Description of Services above. Any material change to the scope requires prior written approval by both parties.

Payment Terms

All payments shall be made in lawful currency. If any payment is overdue beyond the Payment Due period, the unpaid amount shall accrue interest at the rate set forth in the Late Fee field and the non-defaulting party may suspend performance after providing written notice and a ten (10) day opportunity to cure.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination does not relieve either party from obligations accrued prior to termination, including payment obligations.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party ("Confidential Information") disclosed in connection with this Agreement, except as expressly permitted herein. Confidential Information includes business plans, participant lists, scoring criteria, proprietary equipment specifications, and financial data.

Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party and not subject to an obligation of confidentiality; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the Confidentiality Duration specified above.

Representations & Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, that performance of its obligations will not violate any applicable law or contractual obligation, and that it will perform services in a professional manner consistent with industry standards.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, each party's liability under this Agreement is limited to direct damages not to exceed the amounts actually paid under this Agreement in the twelve (12) months preceding the claim. In no event shall either party be liable for incidental, consequential, special or punitive damages.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles. Parties agree to attempt in good faith to resolve disputes by negotiation and, if unresolved, through binding arbitration in the chosen state under commercially reasonable arbitration rules mutually agreed upon.

Entire Agreement

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, understandings and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes the assigning party's obligations.

Notices under this Agreement shall be in writing and delivered to the addresses provided in the Parties section or to such other address as a party designates by written notice.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Agreement Date set forth above.

First Party Printed Name:

By:

Date:

Second Party Printed Name:

By:

Date:

Enter text✕

What the Business Joust Agreement Is

Business Joust Agreement is a standardized commercial contract used when two or more businesses enter into a staged competitive procurement or pilot partnership that allocates responsibilities, deliverables, scoring criteria, and payment terms. The agreement defines scope, timelines, intellectual property ownership, confidentiality, dispute resolution, and termination rights while documenting evaluation metrics for competing vendors or teams. It may include exhibits for technical specifications, pricing tables, and evaluation scorecards. Parties typically use this agreement to run controlled trials, compare proposals fairly, and create an enforceable record of commitments prior to broader contracting or procurement decisions.

Why Use a Business Joust Agreement

Use a Business Joust Agreement to formalize comparative trials, protect sensitive information, and set objective evaluation criteria. It reduces dispute risk by clearly allocating obligations, preserves audit-ready records of selection decisions, and creates enforceable performance expectations during vendor comparison processes.

Why Use a Business Joust Agreement

Who Typically Prepares or Signs This Agreement

Common users include procurement teams, legal counsel, vendors, and project managers responsible for comparative evaluations and pilot programs.

  • Procurement teams run documented, score-based comparisons to select vendors fairly and transparently.
  • Legal counsel review liability, IP, confidentiality, and compliance clauses before execution.
  • Vendors or suppliers accept rules, deliverables, and scoring to participate in the joust.

Summaries often emphasize clear scoring, timelines, and signature authority to avoid later disputes and administrative delay.

Key Sections to Include in a Professional Agreement

Core sections of a professional Business Joust Agreement define scope, evaluation criteria, schedules, payment, IP rights, confidentiality, and dispute resolution procedures.

Scope

Describe services, deliverables, acceptance criteria, and exclusions. Specify phases, success metrics, and any produce or resource the party must supply to enable fair testing and performance measurement.

Evaluation

Set objective scoring rubrics, weighting of criteria, measurement methods, and reporting cadence. Include who scores, tie-break rules, and procedures for reconciling disputed scores internally and externally.

Confidentiality

Define confidential information, permitted disclosures, handling requirements, and duration. Address data protection standards, permitted use of evaluation data, and required destruction or return of materials after completion.

IP Rights

Allocate ownership of preexisting IP, trial outputs, and derivative works. Specify licenses granted for evaluation use and rights to commercialize results following selection or joint development.

Payments

Describe compensation, invoicing schedule, milestone payments, expense reimbursement, and remedies for nonperformance. State whether payments are refundable or contingent on measurable acceptance criteria and penalties.

Signatures

Include authorized signer blocks for each party, with printed name, title, and date. Clarify corporate authorization needed for businesses and whether countersignatures or witness blocks are required.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest.
Certifications: SOC 2 Type II; ISO 27001; PCI DSS.
HIPAA: BAA available for covered entities.
21 CFR Support: 21 CFR Part 11 support available.
Access Controls: Multi-factor and role-based authentication.
Audit Trail: Detailed timestamps, IP, and activity logs.

Step-by-Step: From Draft to Archive

Follow these steps to prepare, share, and execute a Business Joust Agreement with clear records and compliant signatures.

  • 01
    Draft: Assemble scope, scoring, IP, and payment terms.
  • 02
    Review: Legal and procurement review for risk and clarity.
  • 03
    Sign: Execute via eSignature or notarize if required.
  • 04
    Archive: Store signed copies and audit trail securely for retention.

Configuring an Online Workflow for the Agreement

Configure an online workflow to place fields, assign signers, and automate routing for evaluation and approval steps.

Workflow Field and Configuration Setting Set field type, required state, and signer assignment.
Primary Signer Authentication Method Required Choose email, SMS code, or KBA.
Conditional Fields and Display Logic Show fields based on role or prior answers.
Bulk Send Options and Template Library Use templates for repeat jousts and bulk invitations.
Configurable Notifications, Reminders, and Completion Alerts Set automated reminders and confirm completed signings.

How Submission and Signing Typically Flow

Typical submission and routing for a Business Joust Agreement from sender to signer and archival.

  • Upload: Sender uploads agreement and attachments.
  • Prepare: Place signature, initial, and data fields.
  • Send: Email links or bulk send to participants.
  • Complete: Signers authenticate, sign, and receive copies.

Platform Features to Verify Before Using an eSignature Provider

Choose a platform that supports secure eSignatures, audit trails, and integrations with your document storage and procurement systems.

  • Formats: PDF, DOCX, and common text formats.
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace.
  • Authentication: Email, SMS, SSO, and advanced options.

Key Dates and Deadlines to Define

Key deadlines govern submission windows, evaluation periods, signature cutoffs, and any filing timelines tied to the agreement.

Proposal Submission Deadline:

Set a firm date and time for proposal delivery.

Evaluation Period and Scoring:

Define start and end dates for scoring and reviews.

Signature Cutoff Date:

Specify final date when signatures must be received.

Notarization Window If Required:

Identify timeline to obtain notarization or witnesses.

Record Retention Start Date:

Record retention often begins on effective date.

Common Preparation Mistakes to Avoid

  • Leaving evaluation criteria vague leads to subjective scoring, contract disputes, and inconsistent comparisons that can undermine procurement defensibility.
  • Failing to confirm signer authority means agreements may be voidable if a signatory lacked corporate authorization or power of attorney.
  • Incorrect or mismatched legal names and addresses can cause filing rejections, tax withholding issues, and backup withholding triggers.
  • Neglecting required consumer disclosures for electronic consent can invalidate consent under ESIGN for consumer-facing transactions.

Short-Form Risks and Penalties

Tax Penalties: IRC §6721 fines apply.
Contract Voidability: Signatory authority defects risk voiding.
Data Breach Liability: HIPAA penalties if PHI exposed.
Notarization Failure: Unsigned acknowledgements may be invalid.
Delay Costs: Missed deadlines cause lost opportunity.
Intentional Disregard: Higher fines apply per IRC.

eSignature Pricing and Feature Comparison

Compare common eSignature plan criteria and starting prices for vendors often considered for Business Joust Agreement workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Representative Examples from Practice

Representative examples show how organizations use Business Joust Agreements to compare vendors, preserve records, and resolve post-pilot obligations.

Optica Ventures — COO

Optica used a Business Joust Agreement to pilot three analytics vendors under identical conditions, documenting deliverables and scoring criteria before procurement decisions.

  • Allowed side-by-side performance comparison and objective scoring.
  • Results produced an audit-ready selection record; Optica was able to document acceptance criteria met, retain signed deliverables, and negotiate a final contract with clear IP and payment terms, minimizing negotiation time and legal exposure.

Fertility Centers — Founder

Fertility Centers of Illinois ran a three-vendor clinical platform joust to validate patient data integrations while preserving HIPAA safeguards and execution logs.

  • Ensured compliance during vendor testing.
  • The signed agreement and audit trail satisfied internal compliance reviews and external auditors, allowed rapid remediation of integration issues, and supported a documented vendor selection that reduced procurement cycle time and clarified ongoing support obligations.

Key Milestones from Draft to Execution

Milestones for a typical Business Joust Agreement track drafting through execution and post-signing obligations with assigned owners.

01

Draft and Internal Review

Complete internal drafting and legal review before release for bids.

02

Publish and Solicit Bids

Distribute the joust terms and accept proposals within deadline.

03

Evaluate and Score

Panel scores responses and records objective scoring results.

04

Select and Execute

Finalize selection, sign agreements, and begin transition or pilot.

Frequently Asked Questions about Business Joust Agreements

Common questions and answers about use, signing, and compliance for Business Joust Agreements to address typical legal and process concerns.


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