Business QPLT Document

Business QPLT Document

This Business QPLT Document ("Agreement") is entered into as of Effective Date: by and between Party A Name: with Principal Address: and Party B Name: with Principal Address: .

RECITALS

WHEREAS, Party A is engaged in the business of providing certain qualified product, procurement, licensing and technical services described herein and holds relevant experience and capacity to perform work under this Agreement; and

WHEREAS, Party B seeks to engage Party A under the terms of this Agreement to perform the services and to accept associated deliverables pursuant to the Qualified Product Liability and Licensing Terms ("QPLT") set forth below; and

WHEREAS, the parties desire to set forth their understanding, obligations, payment terms, confidentiality obligations, and other material provisions in a binding written agreement.

SCOPE OF WORK

Party A shall perform the work described above in a professional manner consistent with industry standards. Deliverables shall conform to the specifications set forth in the Scope of Services. Changes to the scope must be agreed in writing and, where applicable, shall be subject to the Payment Terms set forth below.

PAYMENT TERMS

Unless otherwise agreed in writing, invoices shall be rendered in accordance with the Payment Schedule and are due within days of receipt. Payments not received within such period shall incur a late fee equal to per month on the unpaid balance or the maximum permitted by law, whichever is less, plus reasonable collection costs including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period set forth above. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. For purposes of this Agreement, "Confidential Information" means non-public information disclosed in tangible or intangible form 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. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully obtained by the receiving party from a third party without restrictions; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, regulation, or valid order of a court or other governmental body, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any reasonable effort to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information.

REPRESENTATIONS AND WARRANTIES; INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that to the best of its knowledge the deliverables will not infringe third-party intellectual property rights. Party A shall indemnify, defend and hold harmless Party B from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from third-party claims that the deliverables infringe such third-party intellectual property rights, except to the extent any claim arises from Party B's misuse or modification of the deliverables.

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 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.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written amendments 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, representations and understandings, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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