Business Mesh Document

BUSINESS MESH DOCUMENT

Parties and Effective Date

This Business Mesh Document (the "Agreement") is entered into as of (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Party A possesses certain capabilities, technologies, resources, or services useful for establishing a collaborative business mesh intended to improve reach, redundancy, or interoperability; and

WHEREAS, Party B desires to participate in and contribute to such a mesh on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

In consideration for performance of the Scope of Work, Party B shall pay Party A the total amount of USD, subject to the following schedule and invoicing procedures.

Invoices shall be submitted to the payor at the designated address and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and a late fee of USD per invoice may be assessed.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section. Either party may terminate this Agreement for convenience upon prior written notice to the other party.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment obligations.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes technical, commercial, financial, and business operations information but excludes information that (a) is or becomes publicly known other than by breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, or (d) is required to be disclosed by law or a competent authority provided the Receiving Party gives prompt notice to the Disclosing Party and limits the disclosure to the extent required.

The Receiving Party shall use Confidential Information solely for performance of this Agreement and shall take reasonable measures to protect such Confidential Information from unauthorized use or disclosure. Breach of this confidentiality obligation will cause irreparable harm for which monetary damages may be inadequate; the Disclosing Party shall be entitled to seek injunctive relief in addition to any other available remedies.

Intellectual Property and License

Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. Any new intellectual property created solely by a party in performing its obligations under this Agreement shall be owned by the creating party. To the extent necessary for the parties to operate the mesh collaboration, each party grants the other a non-exclusive, non-transferable, limited license to use its intellectual property solely for the purpose of performing under this Agreement during the term.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, losses, damages, or expenses arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR ITS BREACH OF CONFIDENTIALITY, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID OR PAYABLE BY PARTY B TO PARTY A IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly through negotiation between executive officers. If the dispute is not resolved within sixty (60) days, either party may pursue any remedy available at law or in equity in courts located in the selected jurisdiction.

Entire Agreement; Amendment

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices required under this Agreement shall be in writing and sent to the addresses identified above or to such other address as a party designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures or scanned copies of signed counterparts shall be binding.

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