Contribution Settlement Agreement

Contribution Settlement Agreement

Parties

Recitals

WHEREAS, Contributing Party named above asserts that it owns or controls certain tangible or intangible contributions, including but not limited to proprietary information, documentation and other assets (collectively, "Contributions"), and desires to transfer, assign or otherwise settle claims relating to such Contributions with Receiving Party;

WHEREAS, Receiving Party acknowledges receipt of certain Contributions and desires to resolve all claims or disputes arising from or related to the Contributions, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to memorialize terms of payment, release, confidentiality and other obligations to finally settle any and all claims between them effective as of the Effective Date set forth below.

Effective Date:

Scope of Work and Contribution

Contributing Party shall deliver the Contributions described below and shall cooperate with Receiving Party as necessary to effectuate the transfer and integration of such Contributions. Contributing Party represents and warrants that it has the right to transfer the Contributions and that the Contributions do not infringe third-party intellectual property rights except as expressly disclosed in writing.

Payment Terms

In full consideration and settlement for the Contributions and mutual releases described in this Agreement, Receiving Party shall pay Contributing Party the Settlement Amount in accordance with the schedule below. All amounts are stated in lawful money.

Initial Payment Due Date:

All payments shall be made by check or electronic transfer to an account designated in writing by Contributing Party. Receiving Party shall be responsible for any bank fees or transfer costs associated with the payments.

Releases and Contribution Settlement

Upon receipt by Contributing Party of the Settlement Amount in accordance with Section Payment Terms, Contributing Party shall execute a general release releasing Receiving Party and its affiliates from all claims, demands, liabilities and causes of action arising out of or relating to the Contributions, whether known or unknown, through the Effective Date. Receiving Party shall be deemed to have released Contributing Party from all claims arising from Receiving Party's use of the Contributions in accordance with this Agreement, except for claims of willful misconduct or gross negligence.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period: after receipt of written notice specifying the breach. Termination shall not relieve Receiving Party of its payment obligations accrued prior to termination nor shall it affect the survival of provisions that by their nature survive termination.

Confidentiality

Each party agrees to maintain in strict confidence all Confidential Information disclosed by the other party in connection with this Agreement and to use such Confidential Information solely to perform its obligations hereunder. "Confidential Information" includes non-public business information, technical data, source materials, and any information expressly designated as confidential, but excludes information that is or becomes publicly available without breach, is independently developed, or is rightfully received from a third party without restriction. The parties' confidentiality obligations shall survive termination for Confidentiality Term: .

Representations; No Other Claims

Each party represents and warrants that it has full authority to enter into this Agreement and that execution and performance will not violate any agreement with third parties. Except as expressly set forth in this Agreement, each party acknowledges that it has not relied upon any other promises, representations or warranties.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from claims resulting from a breach of its representations, willful misconduct or gross negligence. Except for indemnification for willful misconduct, the parties' aggregate liability arising out of this Agreement shall not exceed the Settlement Amount.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as elected by the prevailing party in the forum authorized by law.

Entire Agreement; Amendments

This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be insufficient remedy for breach of confidentiality and that injunctive relief may be appropriate in such case.

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