Commercial Cooperation Agreement

COMMERCIAL COOPERATION AGREEMENT

This Commercial Cooperation Agreement (the "Agreement") is entered into as of the , by and between , a/an organized under the laws of , with principal place of business at (hereinafter "Party A"), and , a/an organized under the laws of , with principal place of business at (hereinafter "Party B").

RECITALS

WHEREAS, Party A is engaged in the business of providing ; and

WHEREAS, Party B is engaged in the business of providing ; and

WHEREAS, the parties desire to cooperate commercially for the purpose of on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, customer lists, financial information, technical data, and product designs.

2. SCOPE OF COOPERATION

2.1 Party A and Party B shall cooperate to perform the activities described in the scope of cooperation below. Each party shall use commercially reasonable efforts to perform its responsibilities in accordance with the timelines and milestones set forth in this Agreement.

3. RESPONSIBILITIES

3.1 Each party's specific responsibilities are as follows. The parties shall cooperate in good faith to coordinate activities and resolve disputes arising from the performance of these responsibilities.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Effect of Termination. Upon termination, each party shall promptly return or destroy the other party's Confidential Information and shall settle any outstanding payment obligations that accrued prior to the effective date of termination.

5. CONFIDENTIALITY

5.1 Obligations. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses with its own confidential information but not less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for the purposes of performing under this Agreement.

5.2 Permitted Disclosures. Disclosure to a party's employees, contractors or advisors is permitted provided such persons have a need to know and are bound to confidentiality obligations no less restrictive than those contained herein.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Any jointly developed intellectual property shall be owned as set forth in a separate written agreement or, absent such an agreement, as agreed by the parties in writing.

6.2 License. To the extent necessary for the performance of this Agreement, each party grants the other a non-exclusive, non-transferable, royalty-free license to use its background intellectual property solely for the purposes specified herein.

7. COMPENSATION AND PAYMENT

7.1 Fees. The parties agree that compensation for the cooperation described herein shall be as follows:

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and performance hereunder does not and will not violate any law, regulation, or agreement binding on it; and (c) it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

9. INDEMNIFICATION

9.1 Indemnity by Each Party. Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Indemnifying Party's breach of this Agreement; (b) Indemnifying Party's gross negligence or willful misconduct; or (c) any claim that Indemnifying Party's products or services infringe a third party's intellectual property rights.

10. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability under this Agreement shall be limited to the amounts actually paid or payable by one party to the other under this Agreement in the twelve (12) months preceding the claim.

11. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in connection with performance of this Agreement, including export control, anti-bribery, anti-corruption, and data protection laws. Each party shall obtain and maintain all licenses and permits required for its performance.

12. NOTICES

12.1 Notices to the parties shall be in writing and delivered by hand, certified mail (return receipt requested), or a nationally recognized courier service to the addresses set forth below or to such other address as a party designates by notice in accordance with this Section.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

MISCELLANEOUS

16.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement 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.

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

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