Business Proprietary Document

Business Proprietary Document

This Business Proprietary Document (the "Agreement") is entered into as of Effective Date: by and between Company Name: with principal address: ("Company"), and Service Provider Name: with principal address: ("Provider"). Company and Provider are sometimes referred to individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Company possesses certain proprietary business information, tangible and intangible materials, processes, and trade secrets necessary for development, licensing and performance of the services described below; and

WHEREAS, Provider has expertise and agrees to perform services for Company pursuant to the terms set forth in this Agreement and will, in the course of performing such services, have access to Confidential Information of Company; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, payment, and protection of proprietary information.

Scope of Work

Provider shall perform the services and deliverables described below in accordance with the standards of care, schedules, and specifications described in this Agreement. Provider shall perform the services as an independent contractor and not as an employee of Company.

Payment Terms

In consideration for the performance of the services, Company shall pay Provider in accordance with the following terms.

Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Alternatively, Parties may agree to a flat late fee of per late invoice.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

Either Party may terminate this Agreement for convenience upon providing written notice no fewer than days to the other Party. Either Party may terminate for material breach if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach. Termination shall not relieve Company of payment obligations for services performed prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") whether orally, in writing, or by inspection of tangible materials, including but not limited to technical data, trade secrets, know-how, business plans, customer lists, pricing, financial information, prototypes, and software. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation of confidentiality.

The Receiving Party shall (i) hold and maintain all Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third parties except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use the Confidential Information solely to perform obligations under this Agreement. The Receiving Party shall take all reasonable steps to prevent unauthorized disclosure or use of Confidential Information and shall be liable for any unauthorized disclosures by its representatives.

Upon termination or written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that all such materials have been returned or destroyed, except that the Receiving Party may retain one archival copy permitted by law and for compliance purposes.

Proprietary Rights and Use

All Proprietary Materials, including inventions, discoveries, improvements, designs, software, source code, documentation and works of authorship that relate to the Company's business and that are developed or provided under this Agreement ("Proprietary Materials"), shall remain the exclusive property of Company, unless otherwise expressly agreed in writing. Provider hereby assigns to Company all right, title and interest in any Proprietary Materials created specifically for Company under this Agreement. Provider grants Company a perpetual, worldwide, royalty-free license to use any pre-existing Provider materials embedded in deliverables solely to the extent necessary for Company to use the deliverables for their intended purpose.

Remedies; Injunctive Relief

The Parties acknowledge that a breach of the confidentiality or proprietary provisions may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent or curtail any unauthorized disclosure or use of Confidential Information or Proprietary Materials.

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 disputes arising under this Agreement.

Entire Agreement; Amendment; Severability

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous oral and written agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by both Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding and have the same force and effect as original signatures.

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