Business Negotiation Behaviour

BUSINESS NEGOTIATION BEHAVIOUR AGREEMENT

This Business Negotiation Behaviour Agreement (the Agreement) is entered into on Date: by and between First Party Name: , Address: and Second Party Name: , Address: .

WHEREAS

WHEREAS, First Party and Second Party each engage in commercial activities that may give rise to negotiations for commercial transactions, joint ventures, or other cooperative arrangements; and

WHEREAS, the parties desire to adopt a uniform set of behavioural standards and procedural obligations that will govern their conduct during negotiation processes to promote good faith, efficiency, and the protection of confidential information; and

WHEREAS, the parties intend for this Agreement to set forth their mutual commitments with respect to negotiation conduct, documentation of deliverables, payment for defined advisory or facilitation services, and remedies for material breaches.

SCOPE OF WORK

The parties shall engage in good-faith negotiation activities limited to the matters described below. The party responsible for coordination and primary negotiation lead is Negotiation Lead: , Title: .

PAYMENT TERMS

In consideration for facilitation, advisory or other specified negotiation services, the paying party shall remit the amounts described below. Payment is non-refundable except as expressly provided herein.

Overdue amounts shall incur interest at the rate of % per month (or the maximum lawful rate if lower), calculated daily from the due date until paid in full. In addition to interest, the non-defaulting party may recover reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party no fewer than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with the negotiations, whether oral, written, electronic or other form, 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.

The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement and to engage in the negotiated transaction, (b) restrict disclosure to its employees, agents, advisors or affiliates with a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The parties agree that monetary damages may be inadequate to remedy a breach of this Section and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any available remedies at law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue any available remedies in the courts of the state identified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control, provided that the assignee expressly assumes all obligations hereunder. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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