Business Sync Agreement

BUSINESS SYNC AGREEMENT

This Business Sync Agreement (the Agreement) is made effective as of by and between Company Name: with principal address: , and Counterparty Name: with principal address: .

RECITALS

WHEREAS, Company operates certain business systems and processes and seeks to synchronize business operations, data exchange, and joint commercial activities with Counterparty; and

WHEREAS, Counterparty possesses systems, capabilities, or channels complementary to Company and represents it is willing and able to perform the services and obligations described in this Agreement; and

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

SCOPE OF WORK

DELIVERABLES AND SCHEDULE

All deliverables will be outlined in writing and appended as Exhibits or in the Scope of Work. Targeted delivery milestones include:

PAYMENT TERMS

In consideration for the services rendered under this Agreement, Company shall pay Counterparty in accordance with the terms set forth below.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower. In addition, the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred by the prevailing party.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the effective date of termination. Termination will not relieve either party of obligations incurred prior to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Each party agrees (a) to hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than a reasonable degree of care; (b) not to use Confidential Information for any purpose other than performing obligations or exercising rights under this Agreement; and (c) not to disclose Confidential Information to any third party except to representatives who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement; (ii) was already in the receiving party's possession without restriction prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, regulation, or order of a court or governmental authority, provided that it gives prompt written notice to the disclosing party and cooperates reasonably if the disclosing party seeks protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party shall retain all rights, title and interest in and to its pre-existing intellectual property. New intellectual property created jointly pursuant to this Agreement will be owned as agreed in writing; absent such an agreement, ownership will be allocated in proportion to each party's actual contribution as reasonably determined by the parties. Any license granted by one party to the other under this Agreement shall be non-exclusive, non-transferable, and limited to the purposes contemplated by this Agreement.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Each party shall maintain commercially reasonable insurance coverage appropriate to its operations.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement will first be attempted to be resolved through good faith negotiation between senior executives of each party. If negotiation fails, the parties agree to submit the dispute to binding arbitration in accordance with the arbitration rules agreed by the parties, with the seat of arbitration located in the governing law state, unless the parties agree otherwise in writing.

MISCELLANEOUS

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

Independent Contractors: The parties are independent contractors and nothing in this Agreement shall create an employment, joint venture, agency, or partnership relationship between them.

ENTIRE AGREEMENT

This Agreement, including any attachments 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, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other.

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