Business Script Share

BUSINESS SCRIPT SHARE AGREEMENT

This Business Script Share Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal address: and Recipient Name: with principal address: .

RECITALS

WHEREAS, Provider develops, maintains, and uses proprietary sales scripts, call scripts, and related written materials intended to guide business communications and operations (collectively, the Scripts); and

WHEREAS, Recipient desires to receive and use certain Scripts for Recipient's internal business operations and Provider is willing to share specific Scripts subject to the terms and restrictions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of the Scripts to be shared, payment terms, use restrictions, confidentiality obligations, and allocation of ownership and liability.

SCOPE OF WORK

Provider shall deliver the Scripts described above in the format and by the delivery milestones set forth in the Scope of Work. Recipient's permitted use is limited to the internal business operations described in the Scope of Work and does not include the right to sublicense, sell, distribute, or otherwise make the Scripts available to third parties except as may be expressly authorized in writing by Provider.

PAYMENT TERMS

Any payment not received within days after the due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Provider may suspend delivery of Scripts or withhold further support until all overdue amounts and applicable interest have been paid.

TERM AND TERMINATION

Term Commencement Date:    Term End Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination does not relieve Recipient of obligations to pay amounts accrued prior to termination, nor does it affect Provider's ownership or license restrictions set forth below.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by Provider to Recipient, including the Scripts, underlying methodologies, templates, customer lists, pricing, and any related business processes. Recipient shall: (a) hold Confidential Information in strict confidence; (b) restrict disclosure to only those employees or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; and (c) not use Confidential Information except for the limited internal purposes authorized by this Agreement.

Confidential Information does not include information that is or becomes publicly available through no fault of Recipient, is independently developed by Recipient without access to Provider's Confidential Information, or is rightfully obtained by Recipient from a third party without confidentiality restrictions. Upon termination or upon Provider's written request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that such return or destruction has occurred.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Scripts and any derivative works thereof, including all copyrights and trade secrets. Provider grants Recipient a non-exclusive, non-transferable, non-sublicensable, limited license to use the Scripts solely for Recipient's internal business operations as described in the Scope of Work for the Term of this Agreement. Except for the foregoing limited license, Recipient acquires no rights or ownership in the Scripts.

Recipient shall not reproduce, distribute, modify, create derivative works, publicly display, sell, or otherwise commercially exploit the Scripts, nor remove or alter any proprietary notices, without Provider's prior written consent. Any authorized modifications to Scripts that are created jointly shall be owned by Provider unless an express written agreement provides otherwise.

INDEMNIFICATION

Recipient agrees to indemnify, defend, and hold harmless Provider and its affiliates, officers, and employees from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of Recipient's misuse of the Scripts, breach of this Agreement, or violation of applicable law in connection with Recipient's use of the Scripts.

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets. Notices under this Agreement shall be delivered to the addresses set forth above or to such other addresses as a party may designate in writing.

NOTICES

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