Business NMA Template

Business NMA Template

This Business Non-Merger Agreement ("Agreement") is entered into as of Effective Date: by and between:

Party A Name:

Party B Name:

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain services and/or assets and possesses information and capabilities that Party B desires to utilize for mutually agreed business purposes; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which they will cooperate, exchange specified deliverables, and establish protections for confidential information while expressly avoiding any merger, consolidation, equity transfer, or joint venture unless otherwise agreed in a separate, written instrument executed by both parties.

WHEREAS, the parties desire to define the scope of work, payment terms, confidentiality obligations, and the conditions for termination of the business relationship.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee: per month on overdue amounts, calculated monthly and compounded, plus recovery costs and reasonable attorneys' fees incurred to collect unpaid amounts.

All payments shall be made in U.S. dollars unless otherwise agreed in writing. Taxes applicable to payments shall be the responsibility of the party required by applicable law to pay such taxes.

TERM AND TERMINATION

Term Commencement Date: .

Term End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon prior written notice to the other party in accordance with the Notice Period above. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice detailing the breach, or immediately for insolvency, bankruptcy filing, or assignment for the benefit of creditors.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement and the transactions contemplated herein, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any 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) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality Duration: years following termination or expiration of this Agreement, except that trade secrets and proprietary source code shall remain subject to protection for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets provided the assignee agrees in writing to be bound by the terms of this Agreement.

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 to replace the invalid provision with a valid provision that achieves the parties' intent to the greatest extent permitted by law.

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