Business Lab Template

BUSINESS LAB TEMPLATE

This Business Lab Agreement (the Agreement) is entered into as of Effective Date: by and between Lab Provider Name: with principal place of business at and Client Name: with principal place of business at .

WHEREAS

WHEREAS, Lab Provider operates a business laboratory, accelerator, or incubation program providing workspace, technical resources, mentorship, and laboratory services to participating businesses and entrepreneurs; and

WHEREAS, Client desires to engage Lab Provider to perform certain services and produce certain deliverables as set forth in this Agreement, and Lab Provider is willing to provide such services under the terms and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Lab Provider shall perform the services and provide the deliverables described below in accordance with the standards of care customarily practiced by professional providers in the industry. Services include, but are not limited to, access to laboratory facilities, technical assistance, mentoring sessions, and prototype testing as specified in the Scope of Work field.

Payment Terms

Client shall pay Lab Provider the fees set forth below in consideration for the services and deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur interest at the rate of percent per month (or the maximum lawful rate, if lower). Lab Provider may suspend performance for overdue amounts after providing written notice and a reasonable cure period as provided below.

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 days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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 does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was rightfully in the receiving party's possession without restriction before receipt from the disclosing party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence and exercise at least the same degree of care it uses to protect its own confidential information (but no less than a reasonable degree of care); (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations of confidentiality shall survive termination of this Agreement for a period of years from the date of termination, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

Intellectual Property

Except as otherwise agreed in writing, Lab Provider retains all right, title and interest in its pre-existing intellectual property and background technology. Client shall own the deliverables created specifically for Client under this Agreement, subject to payment in full and any license rights retained by Lab Provider. To the extent any deliverable would not be work made for hire under applicable law, Lab Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment.

Lab Provider shall have the right to use aggregated, anonymized data and non-confidential learnings from the performance of this Agreement for internal research and improvement purposes, provided no Confidential Information of Client is disclosed.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct in connection with this Agreement. The indemnified party shall provide prompt written notice of any claim and shall reasonably cooperate in the defense and settlement thereof.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO LAB PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

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 rules. The parties agree that any dispute that the parties cannot resolve by negotiation shall be resolved in the state or federal courts located within that State.

Entire Agreement

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may designate by notice pursuant to this section. Notices are effective upon delivery by hand, courier, or three (3) business days after deposit with a nationally recognized overnight carrier.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any applicable law or any agreement to which it is a party.

Miscellaneous

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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