Business MIPA Template

BUSINESS MIPA TEMPLATE

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing capital, resources, services and/or goods to support joint commercial activities; and

WHEREAS, Party B has expertise, resources and operational capabilities that complement Party A's business objectives; and

WHEREAS, the parties desire to set forth the mutual investment, performance obligations, payment terms and protections governing their collaboration under the terms of this Mutual Investment and Performance Agreement (MIPA), effective as of , .

Scope of Work

Payment Terms

Total Contract Amount: $ . The amount set forth above constitutes the aggregate fees payable to the performing party in accordance with the schedule below.

Late Payment: If any undisputed amount due is not paid when due, the defaulting party shall pay interest on the overdue amount at the lesser of (a) % per annum, or (b) the maximum rate permitted by applicable law. In addition, a fixed administrative late charge of $ may be assessed for each invoice past due more than 30 days.

Invoices shall be presented in writing and shall set forth the work performed, applicable milestones, and supporting documentation. Unless otherwise agreed in writing, payments are due within thirty (30) days of receipt of a proper invoice.

Term and Termination

Term Commencement Date: , .

Term Expiration Date: , .

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party 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 for work performed and reimbursement of reasonable, documented costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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 includes, without limitation, business plans, financial information, technical data, customer and supplier lists, pricing and contract terms, and trade secrets.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence and to use it solely for the purposes contemplated by this Agreement; (b) not to disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) to take reasonable measures to protect the confidentiality of the Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for so long as the information remains a trade secret under applicable law.

Indemnification and Limitation of Liability

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct or gross negligence.

Except for a party's indemnification obligations for third-party claims arising from gross negligence, willful misconduct, or breach of confidentiality, the parties' aggregate liability to each other under this Agreement shall not exceed the total amount actually paid under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior executives. If the parties cannot resolve the dispute within thirty (30) days, the dispute shall be submitted to binding arbitration in accordance with the rules selected by the parties in writing.

Entire Agreement and Amendment

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

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or to an acquiror of substantially all of its assets. Any purported assignment in violation of this provision shall be void.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

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