Business Partner Document

BUSINESS PARTNER AGREEMENT

Parties

Recitals

WHEREAS, this Business Partner Agreement (the Agreement) is made effective as of (Effective Date) by and between and .

WHEREAS, Party A possesses expertise and resources relating to ; and Party B possesses expertise and resources relating to .

WHEREAS, the Parties desire to set forth the terms and conditions under which they will collaborate to perform the work described below.

Scope of Work

The Parties agree that Party A and Party B will cooperate to perform the tasks, deliverables, and responsibilities described in the Scope of Work below. Each Party shall perform its obligations in a professional manner in accordance with industry standards.

Payment Terms

Compensation for the services and obligations described herein shall be as set forth below. All amounts are in United States dollars unless otherwise specified.

Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. In addition, the non-defaulting Party may suspend performance upon written notice if payment is not received within days after the due date.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this section (the Term).

Either Party may terminate this Agreement for convenience upon providing days' advance written notice to the other Party. Either Party may terminate immediately for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment for services performed and expenses incurred.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each 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 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 those employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

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 known to the receiving Party prior to disclosure as evidenced by written records; (iii) becomes available to the receiving Party on a non-confidential basis from a third party who is free to disclose such information; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information. A receiving Party may disclose Confidential Information to the extent required by applicable law, provided that, where permitted, the receiving Party gives prompt written notice to the disclosing Party and cooperates with reasonable efforts to limit the disclosure and obtain confidential treatment.

Representations and Warranties; Liability

Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. 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.

Assignment; Amendment; Waiver

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 this Agreement in connection with a merger or sale of substantially all of its assets. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. Waiver of any provision or breach must be in writing to be effective and shall not constitute a waiver of any other provision or breach.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight carrier, or by certified mail, return receipt requested, to the addresses set forth in the Parties section above or to such other address as a Party may specify by written notice to the other Party.

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