Business Submission Agreement

BUSINESS SUBMISSION AGREEMENT

This Business Submission Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Parties

Recitals

WHEREAS, Submitter is the owner or authorized possessor of certain business concepts, proposals, technical data, prototypes and related materials described below (collectively, the Submission); and

WHEREAS, Submitter desires to submit the Submission to Recipient for evaluation and potential commercial engagement under the terms set forth herein; and

WHEREAS, Recipient is willing to evaluate the Submission and, subject to the terms of this Agreement, engage with Submitter for the purposes described in the Scope of Work below.

Submission Details

Scope of Work

The parties agree that the Submission and any subsequent work shall be limited to the following scope. Submitter shall provide the materials and Recipient shall evaluate and, if agreed, proceed to engagement consistent with this scope.

Payment Terms

In consideration for evaluation and any services undertaken by Recipient as described in the Scope of Work, Submitter shall pay Recipient the fees set forth below.

All amounts are payable in U.S. dollars unless otherwise agreed in writing. Recipient shall issue invoices in accordance with the Payment Schedule and Submitter shall pay invoices within thirty (30) days of receipt unless another period is specified above. If any amount due is not paid when due, interest shall accrue on the overdue amount at the agreed late fee or, if no rate is specified, at 1.5% per month.

Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the notice set forth above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach, or immediately for insolvency or bankruptcy of the other party. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by either party that is identified as confidential or that, given the nature of the information, a reasonable person would understand to be confidential. Confidential Information excludes information that is (i) already in the public domain through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party and limits disclosure to the extent legally required.

The receiving party shall (a) use Confidential Information only to evaluate or perform obligations under this Agreement, (b) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential materials, but no less than reasonable care.

Representations, Warranties and Indemnity

Submitter represents and warrants that it has all rights necessary to submit the Submission and to grant the rights contemplated by this Agreement, and that the Submission does not and will not infringe the intellectual property rights of any third party. Submitter shall indemnify, defend and hold harmless Recipient from any claim, loss or liability arising from breach of the foregoing representation or from a third-party claim of infringement related to the Submission.

Recipient represents that evaluation of the Submission does not create any obligation to proceed with commercialization or implementation unless an additional written agreement is signed by both parties.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breaches of the confidentiality or indemnity obligations set forth herein, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees actually paid under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing, and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for resolution of disputes.

Entire Agreement

This Agreement 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 modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Survival

Sections pertaining to Confidentiality, Representations and Warranties, Indemnity, Limitation of Liability, Governing Law and Entire Agreement shall survive termination or expiration of this Agreement.

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