Intercompany Business Contract Draft

INTERCOMPANY BUSINESS CONTRACT DRAFT

This INTERCOMPANY BUSINESS CONTRACT (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Company A has expertise and resources related to , and Company B seeks to utilize such services within the corporate group;

WHEREAS, the parties wish to set forth the terms under which Company A will provide services to Company B for the purpose of ;

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

SCOPE OF WORK

Company A shall perform the services described below in a professional manner and in accordance with the schedules and standards set forth in this Agreement.

PAYMENT TERMS

Compensation for the services provided under this Agreement shall be as follows:

Invoices shall be submitted to the receiving party and become due within days from receipt. All payments shall be made in the currency agreed between the parties.

Late payments shall accrue interest at the rate of on the outstanding principal balance, compounded monthly, up to a maximum effective annual rate of .

TERM AND TERMINATION

This Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means 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 and the circumstances of disclosure.

Receiving party shall (a) hold such Confidential Information in confidence; (b) not disclose Confidential Information to any third party except as required to perform this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. These obligations shall continue for years following termination or expiration of this Agreement.

Mutual confidentiality If unchecked, confidentiality shall be one-way from the disclosing party to the receiving party as set forth above.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, work product and deliverables created specifically under this Agreement shall be owned by the commissioning party. Each party hereby grants to the other a non-exclusive, royalty-free license to use pre-existing intellectual property incorporated in any deliverable solely to the extent necessary for the receiving party to use the deliverable for its intended purpose.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify the other against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from gross negligence, willful misconduct or a party's breach of confidentiality or indemnification obligations, neither party shall be liable for indirect, special, incidental or consequential damages.

NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the respective notice addresses set forth below:

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles. Parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes.

AMENDMENT; ASSIGNMENT

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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