Business Passion Agreement

BUSINESS PASSION AGREEMENT

This Business Passion Agreement (the "Agreement") is made effective as of by and between:

PARTIES

RECITALS

WHEREAS, Business Owner holds a passion-driven concept, creative materials, and market insights related to the business idea described in Section 2 and desires assistance to develop, refine, and commercialize that concept; and

WHEREAS, Collaborator is experienced in business development, branding, product strategy, and/or commercialization and is willing to provide services in accordance with the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

1. SCOPE OF WORK

Collaborator will provide the services and deliverables described below. The parties acknowledge that the scope may be amended only by written agreement signed by both parties.

2. PAYMENT TERMS

In consideration for the services, Owner shall pay Collaborator as set forth below. All fees are due in U.S. dollars unless otherwise agreed.

All undisputed invoices not paid within the agreed payment period shall bear interest at the rate set forth above. If payment disputes arise, the parties shall negotiate in good faith to resolve such disputes promptly.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Termination will not relieve either party of obligations incurred prior to the effective date of termination, including payment for services rendered.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes, without limitation, business plans, strategies, financial information, marketing plans, designs, prototypes, know-how, customer lists, and creative concepts.

Receiving Party shall: (a) hold Confidential Information in strict confidence and take reasonable steps to protect it; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, agents, or advisors who require access and who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for so long as they retain trade secret status.

Confidential Information does not include information that (i) is or becomes generally known to the public through no wrongful act of Receiving Party; (ii) was in the Receiving Party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY AND OWNERSHIP

Unless otherwise agreed in writing, Business Owner retains ownership of preexisting intellectual property and the underlying business concept. Collaborator shall retain ownership of its preexisting tools, methodologies, and intellectual property. For work product created specifically pursuant to this Agreement, the parties will assign ownership as follows:

The parties may negotiate licenses or revenue-sharing arrangements separately; any such term must be recorded in writing and signed by both parties to be binding.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that performance will not violate any other agreement or legal obligation. Collaborator represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

7. 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 law principles. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in that State, and the parties consent to exclusive jurisdiction and venue therein.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of such right.

Sign Now