Cooperative Business Co-op Agreement

COOPERATIVE BUSINESS CO-OP AGREEMENT

Effective Date:

PARTIES

RECITALS

WHEREAS, Cooperative Entity: is organized to coordinate joint marketing, purchasing, and operational activities for its members; and

WHEREAS, Member: desires to participate in the cooperative programs, contribute services and resources, and share in the cooperative benefits on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

SCOPE OF WORK

The parties shall cooperate to perform the activities described above and shall each assign a primary contact responsible for coordination. Cooperative Entity will coordinate group initiatives, procurements, and shared services; Member will perform assigned obligations, supply timely information, and contribute agreed resources.

PAYMENT TERMS

Member shall pay the Cooperative fees for membership and services as follows:

Late payments shall accrue interest at the rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by applicable law, whichever is less. Member shall also be responsible for collection costs and expenses.

TERM AND TERMINATION

This Agreement commences on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon advance written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to those employees, agents, or contractors with a need to know who are bound to obligations of confidentiality no less protective than those herein.

Confidential Information shall not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, in which case the recipient shall promptly notify the disclosing party to permit the seeking of protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, wilful misconduct, or breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within sixty (60) days, disputes shall be submitted to final and binding arbitration conducted in accordance with the rules agreed by the parties, or if no rules are agreed, by a nationally recognized arbitration authority, in the county where the Cooperative's principal place of business is located.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto, constitutes the full and entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement must be in writing and delivered to the addresses provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship except as expressly set forth.

SIGNATURES

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