Legal Document JDOM PDF

DOCUMENT NAME

This Joint Development and Operations Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: (hereinafter "Party A"), and Client Name: (hereinafter "Party B"). Each of Party A and Party B may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Party A possesses technical expertise, personnel and resources related to the development of the project described as: ; and

WHEREAS, Party B has operational experience, facilities and market access relevant to the execution and commercialization of the project identified above, which will be located at: ; and

WHEREAS, the Parties desire to set forth the terms and conditions under which they will jointly develop and operate the project, allocate responsibilities, share costs and revenues, and protect proprietary information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with a Party. Control means ownership of a majority of voting equity interests or the power to direct management.

1.2 "Confidential Information" means all non-public information disclosed by a Party 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.

2. SCOPE OF WORK

2.1 Development Activities. Party A shall be primarily responsible for development activities, including design, engineering and technical integration as described in the Project Scope. Project Scope:

2.2 Operational Activities. Party B shall be primarily responsible for operations, maintenance, marketing and commercialization of the project following acceptance testing in accordance with the acceptance criteria set forth in the Project Scope.

3. TERM

3.1 Initial Term. This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated in accordance with Section 10.

3.2 Renewal. The Parties may extend or renew this Agreement by written amendment executed by authorized representatives of both Parties.

4. MANAGEMENT AND DECISION MAKING

4.1 Management Committee. The Parties shall establish a Management Committee composed of equal representatives from each Party to oversee project performance, budgets and major decisions. Each Party shall appoint its representatives as follows: Party A Representative: ; Party B Representative:

4.2 Voting. Except as otherwise provided, decisions of the Management Committee shall require unanimous written consent of the appointed representatives present at a duly convened meeting.

5. COSTS, FUNDING AND REVENUE SHARING

5.1 Budget. The Parties shall adopt an initial budget in the amount of . Each Party's contribution and schedule of payments shall be set forth in an attached schedule or subsequent written agreement.

5.2 Revenue Sharing. Net revenues generated by the project shall be allocated between the Parties as follows: Party A: ; Party B: . Net revenues shall mean gross revenues less agreed operating expenses and taxes.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each Party retains ownership of its Background Intellectual Property disclosed or used under this Agreement. Background IP shall remain the sole property of the disclosing Party.

6.2 Developed IP. Intellectual property first conceived, reduced to practice or created jointly by the Parties in the performance of this Agreement shall be owned as follows: Jointly Owned / Allocated as set out in a written schedule. Specific allocations, if any, shall be recorded in the Project Scope or a separate written instrument.

7. CONFIDENTIALITY

7.1 Non-Disclosure. Each Party agrees to hold Confidential Information in strict confidence, not to disclose it to third parties except as permitted, and to use Confidential Information solely for the performance of this Agreement. Confidentiality obligations shall survive termination for a period of five (5) years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that: (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) it has the corporate power and authority to enter into and perform this Agreement; and (c) execution and performance of this Agreement will not breach any agreement or obligation to which it is a party.

9. INDEMNIFICATION

9.1 Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its Affiliates (the Indemnified Parties) from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or breach of its representations, warranties or material obligations under this Agreement.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a Party's willful misconduct, fraud, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each Party for direct damages under this Agreement shall be limited to the total amounts actually paid by the Parties under this Agreement during the twelve (12) months preceding the claim.

11. INSURANCE

11.1 Each Party shall maintain insurance customary for similarly situated entities engaged in comparable activities, including commercial general liability and, where applicable, professional liability and property insurance. Certificates evidencing required insurance shall be provided upon request.

12. TERMINATION

12.1 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.

12.2 Effect of Termination. Upon termination, the Parties shall cooperate to effect an orderly wind-down, settle outstanding accounts and return or destroy Confidential Information as required. Termination shall be without prejudice to rights accrued prior to termination.

13. NOTICES

13.1 All notices required or permitted shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission with confirmation to the addresses below:

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver. A waiver must be in writing to be effective.

14.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective as originals.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflict of laws.

15.2 Entire Agreement. This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations.

15.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall endeavor in good faith to replace the invalid provision with a valid provision that preserves the Parties' original intent.

16. MISCELLANEOUS

16.1 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

16.2 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the Parties.

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