EndoFound Business Document

EndoFound Business Document

Parties

Party A Name:    Entity Type: Individual Corporation LLC Other:

Party B Name:    Entity Type: Individual Corporation LLC Other:

Recitals

WHEREAS, Party A is engaged in the business of providing services and resources relating to research, development, and commercial support for endometriosis-related initiatives, and has agreed to engage Party B to perform certain services on the terms set forth in this Agreement; and

WHEREAS, Party B represents that it has the qualifications, expertise, personnel, and facilities to perform the services described below and is willing to perform such services under the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Scope of Work

Payment Terms

Total Contract Amount:

Late Payment Fee: If any undisputed amount payable under this Agreement is not received within days after the due date, interest shall accrue at or the maximum permitted by law, whichever is lower. Party B shall provide invoice(s) itemizing services and deliverables.

Term and Termination

Term Commencement Date:

Term Expiration Date:

Early Termination: Either party may terminate this Agreement without cause upon prior written notice of days to the other party. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Confidentiality

Definition: "Confidential Information" means non-public, proprietary, or confidential information disclosed by a disclosing party to the receiving party, whether oral, written, electronic, or in any other form, including without limitation business plans, research data, trade secrets, technical information, financial information, and the existence and terms of this Agreement.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, consultants, or advisors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Required Disclosure: If the receiving party is required by law or a valid order of a court or governmental authority to disclose Confidential Information, it shall give the disclosing party prompt written notice (to the extent permitted) and cooperate in seeking a protective order or other appropriate remedy.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and delivery of this Agreement and performance of its obligations will not violate any other agreement or applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that State, and both parties submit to the personal jurisdiction of such courts.

Indemnification

Each party (the "Indemnitor") shall indemnify, defend, and hold harmless the other party (the "Indemnitee") from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent caused by the Indemnitor's negligent acts, willful misconduct, or material breach of this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, punitive, or special damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Party B under this Agreement during the twelve (12) month period preceding the claim.

Entire Agreement

This Agreement, including any exhibits and written attachments executed by the parties, constitutes the 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon personal delivery, delivery by a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach of this Agreement shall not constitute a waiver of any other or subsequent breach. The parties are independent contractors, and nothing in this Agreement creates an employment, partnership, or joint venture relationship.

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