Business Start Agreement

Business Start Agreement

This Business Start Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: and Co-Founder / Partner Name: .

WHEREAS

WHEREAS, Company Name: seeks to establish a new business enterprise to engage in the sale and delivery of goods and/or services described herein; and

WHEREAS, Partner Name: will contribute capital, services, intellectual property, or operational support as set forth below, and the parties desire to set forth their respective obligations and the terms under which the business will commence operations.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Scope of Work

The parties shall perform the tasks and deliverables necessary to establish and operate the business in accordance with the terms of this Agreement. The detailed scope of work, milestones, and deliverables are described below and will be used to measure performance and payment eligibility.

2. Payment Terms

The parties agree that compensation for services and contributions will be as set forth below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Any disputed amounts must be raised in writing within fifteen (15) days of invoice receipt. Undisputed amounts not paid when due shall accrue the late fee specified above and the non-defaulting party may suspend performance after ten (10) days' written notice if payment is not received.

3. Term and Termination

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Either party may also terminate for convenience upon providing the notice required above and settling all amounts then due and owing.

4. Confidentiality

Each party (the "Receiving Party") shall hold confidential and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") 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 ("Confidential Information"). Confidential Information includes business plans, financial projections, customer lists, pricing, technical data, prototypes, and trade secrets.

The Receiving Party shall (a) use Confidential Information solely for performance under this Agreement, (b) limit disclosure to its employees, agents, or advisors who need to know and are bound by confidentiality obligations substantially similar to this clause, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was already in the Receiving Party's lawful possession prior to disclosure; (iii) is obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

5. Intellectual Property and Ownership

Unless otherwise agreed in writing, all intellectual property created specifically in connection with the Scope of Work shall be owned by the party that funds its creation. The parties may grant licenses to each other as necessary for operation of the business; such licenses and any assignment of ownership shall be recorded in a written addendum executed by both parties.

6. Independent Contractor; No Partnership

The parties acknowledge that they are independent contracting parties. Nothing in this Agreement constitutes a partnership, joint venture, employment relationship, or agency relationship except as expressly set forth in a separate written agreement.

7. 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.

8. Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against claims arising from its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, or special damages, and the aggregate liability of either party shall be limited to direct damages not exceeding the total fees paid under this Agreement in the prior twelve (12) months.

9. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier to the addresses below or such other address as a party designates by written notice.

10. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. This Agreement may be amended or modified only by a written instrument 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 to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent of the parties.

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