Cooperation Confirmation Agreement

COOPERATION CONFIRMATION AGREEMENT

This Cooperation Confirmation Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Party A: , an entity of type Individual Corporation LLC Other, organized under the laws of , with principal place of business at ; and Party B: , an entity of type Individual Corporation LLC Other, organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B each possess certain capabilities, resources and know-how and desire to cooperate on matters of mutual interest described herein; and

WHEREAS, the parties wish to confirm the principal terms governing their cooperation, including scope, responsibilities, confidentiality and the allocation of rights and obligations between them; and

WHEREAS, this Agreement is intended to set forth a binding framework for collaboration without creating a joint venture or partnership except as may be expressly provided herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are 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 oral, written or electronic, that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential, including trade secrets, technical know-how, business plans and customer information; provided, Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, subject to Section 12 (Notices) and the receiving party's obligation to provide notice where practicable.

2. SCOPE OF COOPERATION

2.1 The parties will cooperate in the following activities (the "Cooperation Activities"):

2.2 The parties shall coordinate planning and execution of Cooperation Activities through designated representatives and shall meet at mutually agreed intervals to review progress and address issues.

3. RESPONSIBILITIES

3.1 Responsibilities of Party A: Party A shall perform the tasks set forth below in a professional manner and in accordance with applicable law and industry standards:

3.2 Responsibilities of Party B: Party B shall undertake the obligations set forth below and shall reasonably cooperate with Party A in furtherance of the Cooperation Activities:

4. CONFIDENTIALITY

4.1 Each party shall hold in confidence and not disclose to any third party any Confidential Information of the other party, except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement.

4.2 The obligations of confidentiality shall continue for a period of three (3) years from the date of disclosure, except with respect to trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

5. INTELLECTUAL PROPERTY

5.1 Pre-existing intellectual property of each party shall remain the sole property of that party. Nothing in this Agreement shall transfer ownership of pre-existing intellectual property.

5.2 Except as expressly provided otherwise in a separate written agreement signed by both parties, any intellectual property developed jointly in performance of the Cooperation Activities shall be owned as follows:

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Section.

6.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other party.

6.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

7. FEES AND EXPENSES

7.1 Unless otherwise agreed in writing, each party shall bear its own costs and expenses associated with the Cooperation Activities. If compensation is payable, the parties shall specify amounts and payment terms in the fields below.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each party represents and warrants that: (a) it has full power and authority to enter into and perform its obligations under this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action; and (c) its performance under this Agreement will comply with applicable laws.

9. INDEMNIFICATION

9.1 Each party (an "Indemnitor") shall indemnify, defend and hold harmless the other party (an "Indemnitee") from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnitor's breach of this Agreement, negligence or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a party's willful misconduct, fraud or gross negligence or for indemnification obligations, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of profits.

10.2 The aggregate liability of each party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid by one party to the other under this Agreement in the twelve (12) month period preceding the claim, unless otherwise agreed in writing.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may specify by notice in accordance with this Section. Notices are effective upon personal delivery, confirmed email transmission, or three (3) days after deposit with a nationally recognized overnight courier.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles.

12.2 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, understandings and negotiations, whether written or oral.

12.3 Amendments. 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.

12.4 Waiver. The failure of either party to enforce any right or remedy under this Agreement will not constitute a waiver of such right or remedy unless such waiver is in writing and signed by the waiving party.

12.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that achieves, to the extent possible, the original economic and legal effect.

12.6 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means will be binding.

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