Business New Venture Form

BUSINESS NEW VENTURE FORM

This Business New Venture Form is entered into as of (the Effective Date) by and between:

WHEREAS

WHEREAS, the Parties intend to establish a new business venture to be conducted under the name (the Venture) for the purpose of ;

WHEREAS, Party A will lead business operations, including day-to-day management and strategy, and Party B will provide specified contributions and support as set forth in this Form; and

WHEREAS, the Parties desire to memorialize the initial terms governing capital contributions, roles, confidentiality, payment, and other material terms that will govern the Venture until such time as a formal operating agreement or incorporation documents are executed.

VENTURE INFORMATION

Sole Proprietorship    Partnership    LLC    Corporation    Other:

SCOPE OF WORK

The Parties agree the initial business activities, responsibilities, and expected deliverables for the Venture are as follows. The Parties intend these provisions to be binding for the Term specified below unless amended in writing by both Parties.

CAPITAL, PAYMENT TERMS AND EQUITY

Total initial capitalization required for the Venture:

Party A Percentage:    Party B Percentage:

PAYMENT TERMS

Unless otherwise agreed in writing, payments between the Parties shall be made in U.S. dollars and as follows:

Late payment shall incur a fee of per month on overdue amounts, or the maximum permitted by applicable law, whichever is lower.

TERM AND TERMINATION

This Agreement and the Parties' obligations hereunder will commence on and will continue until unless earlier terminated as provided below.

Either Party may terminate this Agreement upon written notice to the other Party delivered at least days prior to the intended termination date. Termination for material breach shall be effective immediately upon written notice if the breaching Party fails to cure the breach within the notice period specified above.

CONFIDENTIALITY

The Parties acknowledge that in the course of formation and operation they will exchange confidential and proprietary information. Each Party shall (a) hold such information in strict confidence, (b) use it solely for the purposes of the Venture, and (c) not disclose it to third parties except as required by law or with prior written consent of the disclosing Party. Confidential information excludes information that is or becomes publicly known through no fault of the receiving Party, is rightfully received from a third party without restriction, or is independently developed by the receiving Party without use of the disclosing Party's confidential information.

Confidentiality period (years):

I acknowledge and accept the confidentiality obligations set forth above.

INTELLECTUAL PROPERTY

Except as agreed in writing, all intellectual property developed in furtherance of the Venture during the Term shall be owned by the Venture. If the Venture has not been formed as a legal entity at the time of creation, the Parties hereby assign and agree to assign their rights in such intellectual property to the Venture or its successor. Specific ownership allocations or licenses shall be set forth in definitive agreements.

GOVERNING LAW; DISPUTE RESOLUTION

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties agree to attempt good faith negotiations to resolve disputes prior to initiating formal proceedings.

ENTIRE AGREEMENT

This document, together with any schedules or written amendments signed by both Parties, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No modification shall be effective unless in writing and signed by both Parties.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Form, that this Form constitutes a legal, valid and binding obligation of such Party enforceable in accordance with its terms, and that the execution and performance of this Form does not violate any other agreement to which such Party is subject.

ADDITIONAL PROVISIONS

Sign Now