Business Negotiation Template

Business Negotiation Template

Recitals

WHEREAS, Party A: , having principal place of business at , possesses certain commercial capabilities and intends to engage in negotiations concerning the potential commercial relationship described herein;

WHEREAS, Party B: , having principal place of business at , desires to negotiate terms for a potential transaction or collaborative arrangement with Party A;

WHEREAS, the parties wish to establish a clear framework for the negotiation process, responsibilities, confidentiality, and preliminary payment terms, effective as of .

Negotiation Objectives

Scope of Work

The parties agree that the scope of the negotiation and any preliminary activities to be undertaken in furtherance of a potential agreement shall be as follows:

Payment Terms

As consideration for preliminary negotiation services and related deliverables, Party B shall pay Party A the amounts set forth below in accordance with the schedule and conditions provided. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

All invoiced amounts not paid within the Payment Due period shall accrue interest at the rate specified above and the non-defaulting party shall be entitled to recover reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

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

Either party may terminate this Agreement without cause upon providing written notice to the other party at least days prior to the effective date of termination. Termination for material breach shall be effective immediately if the breaching party fails to cure within thirty (30) days of receipt of written notice of breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") disclosed in connection with the negotiation process. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial information, technical data, trade secrets, term sheets, and proposed commercial terms.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party; (b) is lawfully 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, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any reasonable attempt by the Disclosing Party to seek confidential treatment or a protective order.

Upon termination of negotiation activities or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing. The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law; Remedies

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 agree that money damages may be inadequate to remedy a breach of the confidentiality obligations and that the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Miscellaneous

Entire Agreement: This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, relating to such subject matter.

Amendment: Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a valid substitute provision that most closely approximates the intent of the invalid provision.

Signatures

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