Business RPEE Document

Business RPEE Document

This Business RPEE Document (the Agreement) is made and entered into as of by and between the parties set forth below.

WHEREAS

WHEREAS, Provider is engaged in the business of developing and delivering certain products and services that generate recurring revenue; and

WHEREAS, Recipient desires to engage Provider to perform certain services and/or provide intellectual property and, in consideration, the parties agree to a revenue participation and equity exchange arrangement as set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the material commercial terms, allocation of revenue participation, and the mechanics for any equity consideration to be issued in connection with the arrangement.

Scope of Work

Provider shall perform the services and deliverables described below. The Scope of Work shall identify deliverables, acceptance criteria, milestones, and roles and responsibilities.

Payment Terms

In consideration for the services and rights provided by Provider, Recipient shall pay Provider as follows.

Payments are due within days of receipt of an undisputed invoice. Late payments shall incur interest and/or fees as set forth below.

If Recipient fails to pay any undisputed amount when due, Recipient shall pay interest at the rate specified above calculated monthly on the outstanding balance, together with any costs of collection, including reasonable attorneys' fees.

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 convenience upon written notice delivered at least days prior to the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice of such breach.

Termination shall not relieve Recipient of obligations to pay amounts accrued through the effective date of termination. Provisions that by their nature survive termination shall survive as set forth herein.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, including trade secrets, business plans, financial data, customer lists, and technical information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known by the receiving party prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) 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 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 to employees, affiliates, counsel, or advisors with a need to know and who are bound by confidentiality obligations no less protective 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 its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Agreement will be effective except by an instrument in writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the parties' intent in entering into this Agreement.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice.

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