Business Tripartite Agreement

BUSINESS TRIPARTITE AGREEMENT

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

Party A (Primary Client):

Party B (Service Provider):

Party C (Facilitator/Third Party):

WHEREAS

WHEREAS, Party A requires certain business services and coordination to be performed in connection with its commercial operations; and

WHEREAS, Party B is engaged to perform professional services described herein and will collaborate with Party C for facilitation, coordination, or ancillary services; and

WHEREAS, the Parties wish to set forth their respective rights, duties and obligations in a single integrated agreement to govern their tripartite relationship.

SCOPE OF WORK

Party B shall perform the services specified above in a professional and workmanlike manner consistent with industry standards. Party C shall provide facilitation, introductions, administrative coordination and any third-party procurement expressly requested in writing by Party A and accepted in writing by Party B. Each Party shall designate a project representative and provide contact information:

PAYMENT TERMS

Compensation for services rendered by Party B shall be as follows:

Unless otherwise agreed in writing, Party B shall issue invoices to Party A in accordance with the Payment Schedule. Party A shall pay undisputed amounts within thirty (30) days of receipt of invoice. Disputed amounts shall be raised in writing within ten (10) days of receipt, and the Parties shall negotiate in good faith to resolve such disputes.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either Party A or Party B may terminate this Agreement for convenience upon written notice to the other party in accordance with the notice period above. In addition, any party may terminate for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve any party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each Party acknowledges that it may acquire Confidential Information of the others. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each receiving Party shall: (a) use Confidential Information solely for performance under this Agreement; (b) keep Confidential Information secure and not disclose it to third parties except to employees, agents or subcontractors on a need-to-know basis who are bound by written confidentiality obligations no less protective than those herein; and (c) promptly return or destroy Confidential Information upon written request or termination of this Agreement. Exceptions include information that is or becomes public through no fault of the receiving Party, was known prior to disclosure, or is required to be disclosed by law or valid order of a court or governmental authority (provided notice is given if permitted).

LIABILITY; INSURANCE

Each Party's liability for claims arising from or related to this Agreement shall be limited to direct damages and shall not exceed the total fees paid by Party A to Party B under this Agreement during the twelve (12) months preceding the claim. No Party shall be liable for consequential, special, punitive or incidental damages. Each Party shall maintain insurance appropriate to its business and the Services, including general liability and professional liability as applicable, and shall provide proof of such insurance upon reasonable request.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and written schedules hereto, constitutes the entire agreement among the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of the Parties.

MISCELLANEOUS PROVISIONS

No Waiver: Failure to enforce any provision shall not constitute a waiver. Severability: If any provision is held unenforceable, the remainder shall remain in full force. Assignment: Neither Party may assign its rights or delegate its obligations without prior written consent, except that Party B may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the full power and authority to enter into this Agreement, that performance will not violate any agreement with third parties, and that it will comply with applicable laws in performing its obligations.

ACKNOWLEDGMENT OF TRIPARTITE ARRANGEMENT

The Parties acknowledge that this Agreement contemplates collaboration among three entities (Party A, Party B and Party C). The primary contractual obligations to perform services and to make payment are owed by Party A to Party B as set forth herein. Party C's role is limited to facilitation, coordination and any ancillary duties expressly stated in the Scope of Work. Any material changes to the role or obligations of Party C shall require a written amendment signed by the Parties and, where appropriate, by Party C.

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