Business NEM Template

BUSINESS NEM TEMPLATE

This Business NEM Template (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of providing commercial products, services, and marketing support and has facilities, personnel, and resources to perform such work;

WHEREAS, Party B desires to engage Party A to provide certain non-exclusive marketing, outreach, and business development services related to Party B's commercial activities (collectively, the Services) subject to the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend to set forth herein the scope, schedule, compensation, confidentiality and other material terms governing their collaboration.

1. Scope of Work

1.1 Services. Party A shall perform the Services described below in accordance with the milestones and acceptance criteria set forth in this Agreement.

2. Payment Terms

2.1 Compensation. In consideration for the Services, Party B shall pay Party A the total amount of (USD) according to the schedule below.

2.2 Invoicing. Party A shall submit invoices to Party B at the billing address set forth above. Unless otherwise agreed in writing, Party B shall pay undisputed invoices within days of receipt.

2.3 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus reimbursement of reasonable collection costs. Additionally, a late fee of % per month may be applied to overdue balances.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause by delivering written notice to the other party at least days prior to the effective date of termination.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party, whether disclosed orally, visually or in writing, 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.

4.2 Nondisclosure and Use. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

4.3 Exclusions. Confidential Information does not include information that: (a) becomes publicly known through no breach by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates with any reasonable protective action.

Mutual confidentiality One-way confidentiality (Party A receives)

5. Intellectual Property

5.1 Ownership. Except as expressly set forth herein, each party retains all right, title and interest in and to its pre-existing intellectual property. All work product, deliverables and materials created by Party A in the performance of the Services (the Work Product) shall be owned by subject to any licenses granted below.

5.2 License. To the extent Work Product contains or incorporates Party A's pre-existing intellectual property, Party A hereby grants Party B a non-exclusive, worldwide, royalty-free license to use such pre-existing materials solely for Party B's internal business purposes in connection with the deliverables.

6. Indemnification; Limitation of Liability

6.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

6.2 Limitation of Liability. Except for liability for gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property, neither party's aggregate liability for direct damages shall exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

7. 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 consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. Miscellaneous

9.1 Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or to such other address as a party may designate by notice to the other.

9.2 Assignment. 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, acquisition or sale of substantially all assets, provided the assignee agrees in writing to assume all obligations under this Agreement.

9.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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