Business Mixing Header

Business Mixing Header

Recitals

WHEREAS, the parties wish to combine, integrate, or otherwise mix certain business activities, processes, intellectual property, or goods for mutual commercial benefit and to allocate responsibilities between them in connection with such mixing (the "Mixing Activities"); and

WHEREAS, Party A represents that it possesses certain assets, technologies, and expertise relevant to the Mixing Activities and is willing to contribute those assets under the terms set forth in this Agreement; and Party B represents that it possesses complementary assets, distribution channels, and personnel and is willing to contribute those assets under the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective duties, payment arrangements, confidentiality obligations, term, termination rights, and governing law in a single binding agreement as provided below.

Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

The parties shall perform the Mixing Activities as described below. The description must identify deliverables, responsibilities, timelines, acceptance criteria, and any third-party dependencies. The parties acknowledge that specific subprojects may be added by written amendment signed by authorized representatives.

Payment Terms

In consideration for the services and contributions set forth in this Agreement, Party B shall pay Party A as follows. All payments are exclusive of applicable taxes unless otherwise stated.

Overdue payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. In addition, the non-defaulting party may suspend performance after providing ten (10) days' written notice of nonpayment.

Term and Termination

This Agreement commences on and, unless earlier terminated, shall continue until (the "Term").

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 thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve either party of payment obligations accrued prior to termination or obligations that by their nature survive termination.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) generally available to the public other than by breach of this Agreement, (b) rightfully received from a third party without restriction, (c) independently developed without use of the other party's Confidential Information, or (d) required to be disclosed by law or competent authority, provided that the disclosing party is given prompt notice and reasonable assistance to seek protective measures.

The receiving party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information but no less than reasonable care and shall use Confidential Information only to perform its obligations under this Agreement. The obligations in this section shall survive termination for years.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that performance will not violate any agreement with a third party, and that any deliverables provided hereunder will not knowingly infringe third-party intellectual property rights. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, and aggregate liability shall be limited to the total amounts paid or payable under this Agreement in the twelve (12) months 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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Assignment

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes all obligations hereunder.

Entire Agreement

This Agreement, including any exhibits or written amendments signed by authorized representatives of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contact person and address below by hand, nationally recognized overnight courier, or certified mail (return receipt requested). Notices are effective upon receipt.

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