Business NELP Document

BUSINESS NELP AGREEMENT

This Business NELP Agreement (Non-Exclusive License and Performance) is entered into as of between:

Individual Corporation LLC Other

Individual Corporation LLC Other

WHEREAS

WHEREAS, Client seeks to obtain certain non-exclusive rights and performance services from Provider in connection with Client's business operations, products, or services described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and ability to license technology and perform the services specified in this Agreement on a non-exclusive basis to Client under the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship.

SCOPE OF WORK

Provider will perform the services and grant the non-exclusive license as described below. Provider shall perform the services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the license and services, Client shall pay Provider as set forth below. Fees are exclusive of taxes and third-party expenses unless otherwise agreed in writing.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is marked confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform obligations under this Agreement; and (c) restrict disclosure to employees, contractors, or agents who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully known prior to disclosure; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

INTELLECTUAL PROPERTY AND LICENSE

Provider grants Client a non-exclusive, non-transferable, revocable license to use the deliverables and associated documentation solely for Client's internal business purposes, subject to payment in full of all fees. Provider retains all right, title, and interest in pre-existing intellectual property and any general skills, know-how, or tools used in the performance of services, except as expressly transferred in writing.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct, a party's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to exclusive jurisdiction in the courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral, relating to the subject matter hereof. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision is held invalid, the remainder shall continue in full force and effect. Notices shall be delivered in writing to the addresses set forth above.

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