Business Partnership Program Draft

Business Partnership Program Draft

This Business Partnership Program Draft ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Lead Organization possesses expertise, resources and programmatic capabilities relevant to the development and delivery of the Business Partnership Program described herein; and

WHEREAS, Partner Organization seeks to collaborate with Lead Organization to participate in, co-develop, and assist in marketing and delivery of the Program under the terms and obligations set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, responsibilities, payment terms and confidentiality protections governing their collaboration.

SCOPE OF WORK

1. Program Description: The parties will collaboratively develop and deliver the Business Partnership Program. The activities include curriculum development, participant recruitment, joint marketing efforts, delivery of training or services, and post-program reporting as further described in the scope below.

PAYMENT TERMS

1. Fees: In consideration for the services and obligations described above, Partner Organization shall pay Lead Organization a total fee of (USD).

2. Payment Schedule: Payments shall be made in accordance with the schedule below. Unless otherwise agreed in writing, the default schedule is:

3. Late Payment: Any undisputed past-due amount shall accrue interest from the due date at the lesser of or the maximum rate permitted by applicable law. In addition, the defaulting party shall pay all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

1. Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

2. Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party delivered not less than days prior to the effective termination date. Termination for convenience shall not relieve Partner Organization of its obligation to pay for services performed and costs incurred through the effective date of termination.

3. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

1. Definition: "Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether in written, electronic, or oral form, including but not limited to business plans, technical data, financial information, trade secrets, customer lists, pricing, and program materials.

2. Obligations: The Receiving Party shall (a) use Confidential Information solely for the purpose of performing under this Agreement; (b) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those herein.

3. Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

4. Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years from the date of termination, except with respect to trade secrets which shall be protected 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 its conflict of laws principles. The parties agree that any disputes will be resolved in the state or federal courts located within that state.

MISCELLANEOUS

1. Independent Contractors: The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship other than the program partnership expressly contemplated.

2. Assignment: Neither party may assign or transfer 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 assumes the assigning party's obligations.

3. Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third‑party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's negligence, willful misconduct, or material breach of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments or written addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above or to such other address as either party designates by written notice to the other.

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