Business Vinculation Format

BUSINESS VINCULATION FORMAT

PARTIES

This Business Vinculation Format ("Agreement") is entered into as of Effective Date: by and between Party A Name: , and Party B Name: .

RECITALS

WHEREAS, Party A provides certain commercial services, capabilities and market access and desires to establish a formal business linkage with Party B for mutual commercial benefit; and

WHEREAS, Party B has complementary services, products, or distribution channels and desires to cooperate with Party A on the terms set forth herein to pursue common commercial objectives; and

WHEREAS, the parties intend by this Agreement to define the scope, payment, confidentiality, term, and other terms governing the vinculation relationship between the parties effective as of the Effective Date set forth above.

SCOPE OF WORK

The parties shall collaborate as follows. The specific services, deliverables, responsibilities, milestones and acceptance criteria to be performed by each party are set forth below. Each party will act in good faith to coordinate and perform its obligations.

PAYMENT TERMS

Party B shall compensate Party A as set forth below. All amounts are in the currency agreed by the parties and exclude applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, late payments shall accrue interest at the rate specified above calculated monthly on the unpaid balance from the due date until paid in full. Acceptance of late payments shall not waive any default or other remedies available to the non-defaulting party.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure a material breach within the notice period specified above following receipt of written notice. Either party may terminate immediately for insolvency, bankruptcy filing, or a receivership affecting the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third parties except permitted employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall remain in effect for Confidentiality Period: following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains all right, title and interest in and to its pre-existing intellectual property. Intellectual property created solely by one party in performing this Agreement shall be owned by that party. Intellectual property jointly developed by the parties shall be owned jointly unless the parties agree otherwise in a written addendum.

GOVERNING LAW

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

MISCELLANEOUS

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

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between the parties.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, costs and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

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, proposals, negotiations and communications, whether oral or written. Any modification or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

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