Conjunctional Agreement

CONJUNCTIONAL AGREEMENT

This Conjunctional Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Party A: and Party B: .

RECITALS

WHEREAS, Party A possesses certain capabilities, resources, or expertise and desires to collaborate with Party B to undertake the activities described in this Agreement; and

WHEREAS, Party B desires to engage Party A to perform the services and provide the deliverables set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, responsibilities, payment, confidentiality, and other terms necessary to govern their joint activities.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: payable in accordance with the schedule below.

Method of Payment:

Late Payment: A late fee of per month (or the maximum lawful rate) will accrue on any unpaid amount commencing after the due date. Parties agree to reimburse reasonable collection costs and attorney fees incurred in enforcing payment obligations.

TERM AND TERMINATION

Term Commencement Date: . Initial Term End Date: .

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Termination for cause may be effected immediately upon written notice in the event of material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use the Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who need the information and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to prevent unauthorized disclosure. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as permitted by applicable law.

Acknowledgement: The undersigned parties acknowledge and agree to the confidentiality obligations set forth above.

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 courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits, schedules, or attachments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, proposals, and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign or delegate rights or obligations under this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Indemnification: Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

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