Business Public Goods Agreement

Business Public Goods Agreement

Parties and Effective Date

This Business Public Goods Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Recitals

WHEREAS, Party A possesses expertise, material resources, and capacity to design, develop, or finance public goods that provide demonstrable social or public benefit (Public Goods); and

WHEREAS, Party B seeks to collaborate with Party A to ensure the creation, maintenance, or distribution of the Public Goods for the public benefit described as ; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party A will provide the Public Goods and Party B will support deployment, maintenance, or outreach in accordance with this Agreement.

Scope of Work

Party A shall perform the services and deliverables described below. The description shall include specific deliverables, milestones, acceptance criteria, and any performance standards.

Payment Terms

In consideration for the Scope of Work, Party B shall compensate Party A as provided in this section. Compensation shall be the full and exclusive monetary remedy for the services described.

Late payments not timely received shall incur interest and fees as set forth below.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless terminated earlier in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination, including payment for accepted work and remedies for breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement. Confidential Information does not include information that is publicly known through no fault of the receiving party or independently developed by the receiving party.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, contractors, or affiliates who have a need to know, and (iii) take commercially reasonable measures to protect such Confidential Information at least as stringent as those applied to its own confidential information.

Intellectual Property and Public Goods Access

Unless otherwise agreed in writing, Party A retains ownership of pre-existing intellectual property. For deliverables created under this Agreement, the Parties agree that:

(a) Subject to full payment of amounts due, Party A grants Party B a non-exclusive, non-transferable license to use, copy, and distribute the Public Goods for the public benefit as described in the Scope of Work; and (b) the Parties shall take reasonable steps to ensure continued public access to the Public Goods in a manner consistent with the Parties' obligations and applicable law.

Representations, Warranties and Indemnification

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Party A represents that the deliverables will materially conform to the Scope of Work at time of delivery. Each Party shall indemnify and hold harmless the other against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The Parties shall first attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be resolved by arbitration or litigation as selected by the Parties.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for incidental, consequential, or punitive damages. Aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Entire Agreement

This Agreement, together with any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior proposals, negotiations, and agreements, whether written or oral. No amendment shall be effective unless made in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party designates by written notice. Notices shall be effective upon receipt.

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