Business NMC Template

Business NMC Template

Effective Date:

Parties

Recitals

WHEREAS, Party A: possesses business capabilities, assets, or services that may be contributed as non-monetary consideration; and

WHEREAS, Party B: seeks to obtain such non-monetary consideration and to define the mutual obligations of the parties; and

WHEREAS, the parties desire to set forth the terms under which non-monetary consideration shall be provided, documented, and managed, including scope, timing, and protections for confidential information.

Scope of Work

The parties agree that Party A will provide the following non-monetary contribution(s) and services to Party B. The description below identifies deliverables, performance standards, and any acceptance criteria.

Payment Terms (Monetary Consideration, if any)

Late Payment Fee: on any undisputed overdue monetary balance, computed monthly and compounded as permitted by law.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach is permitted without notice if the breaching party fails to cure within 30 days after receiving written notice of breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions include information that: (i) is or becomes publicly available through no wrongful act of the recipient; (ii) was known to the recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without the use of Confidential Information. Confidentiality obligations survive for years following termination or expiration of this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence. Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, except in cases of fraud or willful misconduct.

Notices

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be exclusively in the courts located in the selected jurisdiction, and the parties hereby submit to such jurisdiction.

Entire Agreement; Amendment

This Agreement, including its recitals and any attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral. No amendment shall be effective unless made in a written instrument signed by authorized representatives of both parties.

Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

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