Business Strategic Partnership Program

Business Strategic Partnership Program

This Business Strategic Partnership Program Agreement (the Agreement) is entered into as of (Effective Date) by and between with principal address at (Party A), and with principal address at (Party B). Party A and Party B are collectively referred to as the Parties.

WHEREAS

WHEREAS, Party A possesses strategic market access, operational capabilities, and customer channels relevant to the Parties' joint objectives; and

WHEREAS, Party B possesses complementary products, services, intellectual property, or other assets that, when combined with Party A, will create mutual commercial opportunities under the Program; and

WHEREAS, the Parties desire to set forth the terms under which they will cooperate, allocate responsibilities, share revenues and protect Confidential Information in connection with the Business Strategic Partnership Program.

1. Scope of Work

The Parties agree to perform the activities described above and cooperate in good faith to achieve mutually agreed commercial milestones. Each Party shall designate a program lead for coordination: Party A Lead: ; Party B Lead: .

2. Payment Terms

Unless otherwise specified in the Payment Schedule, payments due under this Agreement shall be made within days of receipt of an undisputed invoice. Overdue amounts shall accrue interest at the lesser of (a) a rate of per month, or (b) the maximum rate permitted by applicable law. The Parties shall bear their own taxes unless otherwise specified.

3. Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for material breach that remains uncured after days' written notice. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination, including payment obligations.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether disclosed orally, in writing or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential. Confidential Information includes, without limitation, customer lists, pricing, commercial strategies, technical data, and product roadmaps.

Each Party agrees to: (a) hold Confidential Information of the other Party in strict confidence; (b) use such Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving Party, (ii) was rightfully in the receiving Party's possession prior to disclosure, (iii) is independently developed by the receiving Party without breach of this Agreement, or (iv) is required to be disclosed by law or regulation, provided that the receiving Party provides prompt written notice to the disclosing Party and cooperates in any lawful effort to limit or protect such disclosure.

5. Intellectual Property and Use Rights

Pre-existing intellectual property of each Party shall remain the sole property of that Party. Any jointly created intellectual property shall be owned as set forth in a separate written schedule or, absent such schedule, shall be owned jointly with rights to exploit subject to a license to the other Party on reasonable terms. Each Party grants the other a limited, non-exclusive, non-transferable license to use its trademarks, trade names, or logos solely as necessary to perform the obligations under this Agreement and in accordance with the providing Party's brand usage guidelines.

6. Liability and Indemnification

Except for liability arising from gross negligence, willful misconduct, or a Party's breach of its confidentiality obligations or willful infringement of the other Party's intellectual property, neither Party shall be liable to the other for indirect, incidental, special, punitive or consequential damages. Each Party shall indemnify and hold the other harmless from third-party claims arising out of the indemnifying Party's breach of representations, warranties, or obligations under this Agreement, subject to customary procedures for notice and defense.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The Parties consent to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for any disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any schedules or exhibits expressly incorporated herein, 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 modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. Notices

10. Miscellaneous

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all of its assets if the assignee assumes all obligations hereunder.

Independent Contractors: The Parties are independent contractors. Nothing in this Agreement shall create an agency, partnership, joint venture, employment, or fiduciary relationship between the Parties.

Sign Now