Cooperative Business Agreement

COOPERATIVE BUSINESS AGREEMENT

This Cooperative Business Agreement (the "Agreement") is entered into as of by and between:

Party A Name:     Business Address:

Party B Name:     Business Address:

WHEREAS

WHEREAS, Party A and Party B each possess complementary skills, resources, and market access, and wish to cooperate for the purpose of jointly pursuing the business objectives described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which they will collaborate, allocate responsibilities, share revenues and expenses, and protect confidential information.

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

1. Scope of Work

2. Payment Terms

Compensation for the cooperative activities shall be allocated as follows. All amounts are in U.S. dollars unless otherwise stated.

Payment shall be made to the party specified on the invoice. Each party shall maintain complete and accurate records of work performed and expenses incurred in connection with the cooperation and shall make such records available to the other party upon reasonable request.

3. Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least the number of days set forth above. In addition, either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. Confidentiality

Each party acknowledges that 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 given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as expressly permitted in this Agreement, and (c) use such Confidential Information solely to perform its obligations under this Agreement.

The obligations in this section shall not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement by the receiving party; (ii) was already rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Intellectual Property and Work Product

Unless otherwise agreed in writing, all intellectual property and deliverables developed specifically pursuant to this Agreement shall be owned as follows: pre-existing intellectual property remains the sole property of the originating party; work product created jointly shall be owned jointly, with each party free to exploit jointly created work product subject to any revenue sharing described in Section 2. Any licenses granted hereunder shall be non-exclusive, non-transferable, and limited to the purposes set forth in this Agreement unless otherwise agreed in writing.

6. Indemnification

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of laws principles. The parties agree that any litigation arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state, unless otherwise mutually agreed in writing.

8. Entire Agreement

This Agreement (including any exhibits or schedules attached hereto) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and understandings, whether written or oral, relating to such subject matter. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency relationship except as expressly set forth herein.

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 a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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