Business RDA Document

Business RDA Document

This Revenue Distribution Agreement ("Agreement") is entered into as of by and between Party A Name: with principal address: and Party B Name: with principal address: .

RECITALS

WHEREAS, Party A owns or controls certain products, services, intellectual property and/or accounts that generate revenue and desires to engage Party B to distribute, market, or otherwise monetize such revenue-generating assets on the terms set forth herein;

WHEREAS, Party B has represented that it has the capability and resources to perform distribution, collection, and reporting services for Party A and will collect funds on behalf of the parties subject to agreed allocation and reporting procedures; and

WHEREAS, the parties desire to set forth their respective rights, duties, payment allocation and confidentiality obligations in this Agreement.

SCOPE OF WORK

Party B shall provide distribution, collection, revenue allocation, reporting and related operational services as described below. Party B's responsibilities include, without limitation, invoicing end users or customers, collecting payments, reconciling receipts, issuing periodic reports to Party A, and initiating distributions in accordance with the Payment Terms. Party A shall cooperate to enable Party B's performance, including providing required access to accounts, materials and documentation.

PAYMENT TERMS

All revenue collected by Party B that is attributable to the activities described in this Agreement shall be allocated and remitted according to the schedule and percentages set forth below. Party B shall maintain accurate financial records and deliver reports in accordance with the Reporting clause. Amounts payable to Party A shall be calculated in good faith based on gross receipts less authorized deductions and setoffs expressly described in this Agreement.

Where Party B fails to remit amounts due within the remittance period, Party B shall be liable for interest calculated at the Late Payment Fee rate above (compounded monthly) and for any reasonable collection costs, including attorneys' fees, incurred by Party A in enforcing payment obligations.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the nature of the breach. Either party may terminate for convenience upon giving the notice period set forth above. Upon termination, Party B shall remit all undisputed amounts due to Party A within thirty (30) days and shall provide a final accounting of collections and deductions.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, financial, technical and customer information disclosed in any form. Each party agrees to (i) maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, (ii) use Confidential Information solely for the purposes of performing under this Agreement, and (iii) not disclose Confidential Information to any third party except as required by law or to employees, agents or contractors who need the information to perform under this Agreement and who are bound by confidentiality obligations no less restrictive than those herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising under or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

The parties represent that they have full authority to enter into this Agreement. 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 its assets or a change of control provided that the assignee assumes the assigning party's obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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