Business Models Template

BUSINESS MODELS TEMPLATE

Parties

Recitals

WHEREAS, Party A is engaged in the business of developing, operating and commercializing products and services and desires to evaluate and implement one or more business models for the monetization and distribution of its offerings; and

WHEREAS, Party B has expertise in designing, validating and implementing business models, including market analysis, pricing strategies, revenue capture mechanisms and operational frameworks; and

WHEREAS, the Parties desire to set forth the terms by which Party B will provide services to define, document and assist implementation of selected business model(s) as set forth in this Agreement.

Scope of Work

Party B shall perform the services described below. Services include deliverables, milestones, acceptance criteria and any performance metrics agreed by the Parties.

Payment Terms

In consideration for the services, Party A shall pay Party B the amounts and on the schedule set forth below. Unless otherwise specified, all amounts are stated in U.S. dollars and exclude applicable taxes.

Late payments shall incur a late fee equal to: applicable to the overdue amount, together with all collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Commencement (Start Date):    Termination (End Date):

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within the notice period specified above after receipt of written notice describing the breach with reasonable specificity.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial or strategic information disclosed by one Party to the other, whether orally, in writing or by inspection, 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.

Receiving Party obligations: Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and (iii) restrict disclosure to employees, contractors or advisors with a need to know and who are bound to confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that is or becomes generally available to the public through no fault of Receiving Party, is rightfully received from a third party without restriction, is independently developed by Receiving Party without reference to the Confidential Information, or is required to be disclosed by law or court order (provided Receiving Party gives prompt notice to Disclosing Party and complies with any protective orders).

The confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Party B hereby assigns to Party A all right, title and interest in and to the deliverables expressly created for Party A under this Agreement, subject to Party B's retained ownership of pre-existing materials and tools. The Parties shall execute such further documents as reasonably required to effectuate such assignment.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Limitations and Remedies

Except for claims arising from breach of confidentiality or willful misconduct, neither Party shall be liable for incidental, consequential, special or punitive damages. Each Party's aggregate liability for direct damages arising under this Agreement shall not exceed the total fees paid to Party B under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may specify in writing.

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