Group Companies Agreement

GROUP COMPANIES AGREEMENT

This Group Companies Agreement (the "Agreement") is made as of the Effective Date: between Parent Company: (entity type: Corporation LLC Partnership Other ), formed under the laws of and having its registered office at ; and Group Company: (entity type: Corporation LLC Partnership Other ), formed under the laws of and having its registered office at ; (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Parent Company maintains certain centralized management policies, intellectual property, administrative functions and shared services used by one or more affiliated group companies; and

WHEREAS, Group Company requires access to specified group services and resources and is willing to accept and remunerate Parent Company for such services on the terms set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to group governance, the provision of shared services, cost allocation, confidentiality, ownership of intellectual property and other matters of mutual concern.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Agreement shall have the following meanings unless otherwise defined in the text: "Group Services" means the centralized administrative, management, financial, technology and other services described in Schedule A and any ancillary activities reasonably necessary for delivery; "Confidential Information" means information disclosed in connection with the Agreement that is designated confidential or that by its nature should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1. Parent Company shall provide Group Services to Group Company in accordance with the scope and service levels set out in Schedule A. The Parties acknowledge that Schedule A may be amended from time to time by mutual written agreement in accordance with Section 14 (Amendments).

2.2. Group Company shall use reasonable efforts to cooperate with Parent Company in the delivery of Group Services and shall supply timely information and access to personnel as reasonably required.

3. COST ALLOCATION AND PAYMENT

3.1. Charges for Group Services shall be calculated in accordance with the cost allocation methodology set out in Schedule B. Fees payable by Group Company shall include allocated direct costs, an apportionment of indirect costs and any agreed service margin.

3.2. Invoices shall be issued monthly unless otherwise agreed. Payment shall be due within days from invoice date. Late payments shall accrue interest at the lower of 1.5% per month or the maximum rate permitted by applicable law.

4. INTELLECTUAL PROPERTY

4.1. Except as expressly provided in this Agreement, the Parties agree that all pre-existing intellectual property of each Party shall remain the sole property of that Party. Any intellectual property developed by Parent Company in the course of providing Group Services shall be owned by Parent Company unless expressly assigned in writing.

4.2. Parent Company grants to Group Company a non-exclusive, non-transferable license to use any Group intellectual property strictly for the purpose of receiving Group Services during the Term of this Agreement and subject to any usage restrictions set out in Schedule C.

5. CONFIDENTIALITY

5.1. Each 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; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors or permitted contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

5.2. The obligations in this Section shall not apply to information which: (a) was in the receiving Party's lawful possession prior to disclosure; (b) is or becomes public other than by breach of this Agreement; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement, that this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms, and that the execution and performance of this Agreement will not violate any applicable law or contractual obligation.

6.2. Each Party covenants to perform its obligations under this Agreement in compliance with all applicable laws, rules and regulations and to maintain in force all licenses and permits required for the performance of its obligations.

7. INDEMNIFICATION

7.1. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) any breach of the indemnifying Party's representations, warranties or agreements under this Agreement; or (b) the gross negligence or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder.

8. LIMITATION OF LIABILITY

8.1. Except for liability arising from a Party's willful misconduct, gross negligence, fraud, breach of confidentiality or indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, including loss of profits, business interruption or loss of data.

8.2. The aggregate liability of each Party for claims arising out of or in connection with this Agreement shall not exceed in the 12 months preceding the event giving rise to such liability, except to the extent such limitation is unlawful.

9. TERM AND TERMINATION

9.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of years (the "Term"), unless earlier terminated in accordance with this Agreement.

9.2. Either Party may terminate this Agreement for material breach by the other Party which remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach; provided that where the breach is not capable of cure within thirty (30) days, the breaching Party shall have a reasonable additional period to cure.

10. EFFECT OF TERMINATION

10.1. Upon expiration or termination, Group Company shall promptly pay all outstanding amounts due for services rendered up to the effective date of termination. Sections concerning confidentiality, intellectual property, indemnification, limitation of liability, and applicable payment obligations shall survive termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address specified below or to such other address as either Party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

12.2. Failure or delay by either Party to exercise any right shall not constitute a waiver of that right unless expressly waived in writing. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1. This Agreement, including the Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings relating thereto.

14.2. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a replacement provision to carry out the original intent.

15. DISPUTE RESOLUTION

The Parties shall use good faith efforts to resolve disputes arising under this Agreement through negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the Parties may pursue any remedy available at law or in equity subject to the governing law provisions of Section 13.

SCHEDULES

Sign Now