Business OTL Document

Business OTL Document

This Business OTL Document ("Agreement") is entered into as of by and between First Party Name: and Second Party Name: .

Recitals

WHEREAS, First Party is engaged in the business of providing operational, technical and logistical services, and possesses professional expertise and resources relevant to the subject matter of this Agreement; and

WHEREAS, Second Party desires to engage First Party to perform certain services described herein and First Party agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to memorialize the scope, compensation, confidentiality and other operative terms for the collaborative activity described as: Project Name:

Scope of Work

Payment Terms

All payments are due in United States dollars. Unless otherwise agreed in writing, amounts not paid within 30 days after invoice date shall incur the Late Payment Fee specified above plus costs of collection, including reasonable attorneys' fees. Taxes imposed on payments under this Agreement shall be borne by the party required to pay such taxes by applicable law.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within 30 days after written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing, or by inspection of tangible objects, 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) take reasonable steps to protect Confidential Information from unauthorized disclosure with at least the same degree of care it uses to protect its own confidential information, and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the receiving party, (ii) was in the receiving party's lawful possession prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Remedies and Survival: Breach of confidentiality may cause irreparable harm for which monetary damages are inadequate; the disclosing party is entitled to injunctive relief in addition to any other remedies. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

Governing Law

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

Entire Agreement; Amendment

This Agreement, including all attachments and exhibits, 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 written or oral. No amendment or modification shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign 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 change of control. Any attempted assignment in violation of this section is void.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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