Business Use MOG Template

Business Use MOG Template

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: seeks to obtain certain business use rights, systems, processes and operating guidelines as described herein; and

WHEREAS, Service Provider Name: represents that it is qualified to provide the services, material and documentation described in this agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will grant limited business use rights and provide associated services pursuant to this Memorandum of Grant (MOG).

Scope of Work

The Service Provider shall perform the services, deliverables and grant the limited business use rights described below. The parties agree that the scope set forth in this section defines the primary obligations of the Service Provider.

Payment Terms

In consideration for performance of the Scope of Work, Client shall pay Service Provider in accordance with the following terms.

Term and Termination

Term: This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, will expire on the End Date.

Start Date: — End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within days after written notice of the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial or operational information disclosed by a disclosing party to a receiving party in connection with this Agreement, whether disclosed orally, in writing, visually or electronically and marked or identified as confidential or that reasonably should be understood to be confidential.

Obligations: The receiving party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure without obligation of confidentiality; (iii) is rightfully received from a third party without obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations survive termination or expiration of this Agreement for a period of years, except that trade secrets will remain protected for so long as they qualify as trade secrets under applicable law.

Representations, Warranties and Indemnification

Each party represents that it has the corporate power and authority to enter into and perform this Agreement. Service Provider warrants that services will be performed in a commercially reasonable manner consistent with industry standards. Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

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 law principles.

Notices

All notices, consents or communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice to the other.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder. If any provision is held invalid, the remaining provisions will remain in full force and effect.

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