Project Working Groups Agreement

PROJECT WORKING GROUPS AGREEMENT

This Project Working Groups Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Lead Organization: , Address:

Partner Organization: , Address:

RECITALS

WHEREAS, the Lead Organization and the Partner Organization desire to establish one or more working groups (Working Groups) to coordinate planning, research, development, and implementation activities related to the Project described below; and

WHEREAS, the parties intend that each Working Group operate under the governance, responsibilities, and cost-sharing arrangements set forth in this Agreement to ensure timely delivery of agreed deliverables; and

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

1. SCOPE OF WORK

The parties shall establish and operate one or more Working Groups to undertake the activities described below. The scope, tasks, deliverables, and roles for each Working Group shall be as set forth in the schedule attached hereto or as separately agreed in writing by the parties.

2. PROJECT MANAGEMENT AND MEMBERSHIP

Each Working Group shall have a designated Coordinator from the Lead Organization and a designated Liaison from the Partner Organization. Coordinators shall schedule meetings, maintain minutes, and track deliverables. The initial coordinators are:

3. PAYMENT TERMS

The parties agree the Lead Organization shall be compensated by the Partner Organization for services performed by the Working Groups as follows.

If any undisputed amount due hereunder is not received within days of the due date, interest shall accrue at percent per month (or the maximum lawful rate if lower), computed monthly on the outstanding balance.

4. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Upon termination, each party shall, within 30 days, (i) pay all amounts due and owing for services performed through the effective date of termination, and (ii) return or destroy Confidential Information as directed by the disclosing party.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed in oral, written, electronic, or other form by one party to the other that is designated as confidential or that, by its nature, should reasonably be considered confidential. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) is lawfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit disclosure.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than reasonable care, and shall not use Confidential Information except to perform its obligations under this Agreement.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, each party retains ownership of its preexisting intellectual property. All deliverables created specifically for the Project by a party and expressly identified in the Scope of Work shall be owned by , with the other party receiving a nonexclusive, royalty-free license to use such deliverables for internal purposes consistent with the parties' obligations under this Agreement.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in the performance of its obligations under this Agreement. EXCEPT FOR BREACHES OF CONFIDENTIALITY OR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE PARTNER ORGANIZATION TO THE LEAD ORGANIZATION UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or statements of work expressly incorporated herein in writing, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Notices under this Agreement shall be delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture.

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