Provisional Visit Agreement

PROVISIONAL VISIT AGREEMENT

This Provisional Visit Agreement ("Agreement") is entered into by and between Host Organization: and Visiting Party: . Effective Date:

RECITALS

WHEREAS, Host Organization operates facilities and programs and is willing to receive Visiting Party for a provisional visit for the limited scope described below; and

WHEREAS, Visiting Party desires to undertake a provisional visit to observe, participate in, or evaluate Host Organization's activities for a defined and temporary period subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend that this Agreement govern the rights, obligations, confidentiality, and remuneration (if any) associated with the provisional visit.

SCOPE OF WORK

PAYMENT TERMS

Fee Amount (if applicable): $

Late Payment Fee: ; minimum late charge $.

Payment Terms: Payments shall be invoiced and due within days of invoice. All payments are in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause shall be effective immediately upon written notice where the non‑breaching party demonstrates a material breach that remains uncured for a period of 10 days following notice of such breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed in connection with the provisional visit including but not limited to trade secrets, business operations, financial data, participant records, technical data, and proprietary methodologies. The receiving party agrees to: (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure to employees or agents on a need‑to‑know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) was known to the receiving party prior to disclosure without obligation of confidentiality; (ii) becomes publicly available through no fault of the receiving party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosed Confidential Information. Disclosure required by law or valid order of a court or governmental agency shall be permitted only after providing prompt written notice to the disclosing party to allow it to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the provisional visit and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

The parties acknowledge that the provisional nature of this visit requires mutual cooperation. Neither party will assign or subcontract material obligations under this Agreement without the prior written consent of the other, except that Host Organization may assign this Agreement to an affiliate that assumes Host Organization's obligations in writing.

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