Inner Circle Agreement Template

INNER CIRCLE AGREEMENT

This Inner Circle Agreement ("Agreement") is entered into as of by and between Company Name: with principal place of business at and Inner Circle Member Name: .

RECITALS

WHEREAS, Company operates a selective advisory and strategic collaboration program known as the "Inner Circle" to provide select individuals or entities with enhanced access, advisory opportunities, confidential information and strategic collaboration; and

WHEREAS, Member desires to participate in the Inner Circle and receive certain benefits and access in accordance with the terms and conditions set forth herein, and Company wishes to extend such participation subject to the obligations and restrictions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the parties’ rights and obligations with respect to confidentiality, proprietary information, membership obligations, and compensation.

NOW, THEREFORE

In consideration of the mutual covenants 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 Company to Member (whether before or after the Effective Date) including business plans, financials, strategies, intellectual property, customer lists, product roadmaps, meeting materials, and any notes, analyses or summaries derived therefrom, whether disclosed orally, visually or in writing and marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.2 "Inner Circle Benefits" means access to advisory meetings, strategy sessions, privileged communications, early product previews, and other privileges described in Section 4.

2. TERM

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided herein. Thereafter the Agreement shall automatically renew for successive terms of unless either party delivers written notice of non-renewal at least prior to the end of the then-current term.

3. MEMBERSHIP, BENEFITS AND OBLIGATIONS

3.1 Membership. Company grants Member non-transferable membership rights to participate in the Inner Circle subject to compliance with the terms of this Agreement. Membership privileges do not create any ownership, equity or fiduciary duties between the parties.

3.2 Benefits. Company will provide Member with the following benefits subject to scheduling and Company's internal policies: access to quarterly Inner Circle meetings, invitations to strategy sessions, selected progress reports, and reasonable pre-release briefings on Company initiatives. Specific scope of benefits may be set forth in an attachment or separate schedule incorporated by reference in writing.

3.3 Member Obligations. Member shall: (a) attend meetings in a timely manner when reasonably requested; (b) act in good faith and professionally; (c) refrain from disclosing Confidential Information except as expressly permitted under this Agreement; and (d) comply with the Company's policies applicable to Inner Circle participants. Member shall not use membership for competitive advantage in contravention of Section 7.

4. COMPENSATION & EXPENSES

4.1 Fees. In consideration of membership privileges, Member shall pay Company a membership fee of payable in accordance with the schedule agreed between the parties.

4.2 Expenses. Except as otherwise agreed in writing, each party shall bear its own costs and expenses in performing its obligations under this Agreement. Reasonable pre-approved travel or accommodation expenses incurred by Member at Company’s request shall be reimbursed as set forth in a separate expense policy.

5. CONFIDENTIALITY

5.1 Nondisclosure. Member shall hold Confidential Information in strict confidence and shall not disclose such information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Member shall be liable for any breach of this Section by its representatives.

5.2 Permitted Disclosures. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by Member; (b) was rightfully in Member's possession prior to receipt from Company without restriction; or (c) is required to be disclosed by law or court order provided Member gives Company prompt written notice and cooperates in any lawful effort to limit disclosure.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Company retains all right, title and interest in and to its intellectual property and Confidential Information. Nothing in this Agreement transfers any ownership rights to Member.

6.2 Feedback. Member may provide feedback or suggestions to Company. Unless otherwise agreed in a signed writing, Member hereby assigns to Company any right, title and interest in such feedback and waives any moral rights in the feedback.

7. RESTRICTIONS

7.1 Non-Solicitation. During the Term and for a period of twelve (12) months following termination, Member shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of Company with whom Member had material contact as a result of Inner Circle participation.

7.2 Limited Exclusivity. Member acknowledges that Inner Circle membership may be conditioned on limited exclusivity in the Member's specific area of advisory involvement. Any exclusivity obligations will be set out in an appendix or written schedule signed by both parties.

8. TERMINATION

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

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

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising from the indemnifying party's breach of this Agreement, willful misconduct, or gross negligence.

9.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, in no event shall either party be liable for incidental, consequential, punitive or special damages, and each party's aggregate liability under this Agreement shall not exceed the fees paid by Member to Company in the twelve (12) months preceding the claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by written notice delivered in accordance with this Section. Notices are effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. This Agreement may be amended or modified only by a writing signed by duly authorized representatives of both parties.

11.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving its rights, and no waiver shall be deemed a waiver of any other right or subsequent breach.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one agreement. Signatures transmitted by electronic means (including scanned signatures) shall be deemed original signatures for all purposes.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below without regard to its 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, negotiations and discussions, whether written or oral, between the parties.

12.3 Severability. If any provision of this Agreement is held to be invalid, illegal 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 to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial intent.

MISCELLANEOUS

13.1 Relationship of Parties. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between them.

13.2 Assignment. Member may not assign or delegate any rights or obligations under this Agreement without the prior written consent of Company. Company may assign this Agreement in connection with a merger or sale of substantially all of its assets.

ATTACHMENTS AND SCHEDULES

Sign Now