Resource Utilization Agreement

Resource Utilization Agreement

Parties

Provider Name:    Provider Contact Person:

Recipient Name:    Recipient Contact Person:

Recitals

WHEREAS, Provider owns, controls or has lawful access to certain tangible and intangible resources necessary for the conduct of Recipient's operations, including equipment, facilities, personnel and information described herein (collectively, the Resources); and

WHEREAS, Recipient desires to obtain limited use of the Resources for the purpose of under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to make the Resources available to Recipient subject to payment, restrictions, and required safeguards described below.

Scope of Work

Recipient shall be permitted to utilize the Resources solely as described in the Scope of Work below. Use outside the Scope of Work is prohibited without prior written consent of Provider.

Description of Resources and Utilization Schedule

Payment Terms

Recipient shall pay Provider fees for Resource utilization as follows. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of or the maximum rate permitted by applicable law. Provider may suspend access to Resources if payment is more than days overdue.

Term and Termination

This Agreement commences on: Month Day Year , and terminates on: Month Day Year unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for fifteen (15) days after written notice. Provider may also suspend access to Resources upon any default in payment or material violation of the use restrictions set forth herein.

Confidentiality

Each party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information includes non-public technical, business, financial, and operational information disclosed in connection with Resource utilization. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed without access to the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors and advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than this Agreement. Upon expiration or termination, recipient shall return or certify destruction of Confidential Information as requested by Provider, except to the extent retention is required by applicable law.

Indemnity and Insurance

Recipient shall indemnify, defend and hold harmless Provider from and against all third-party claims arising out of Recipient's use of the Resources, except to the extent caused by Provider's gross negligence or willful misconduct. Recipient shall maintain at its expense commercial general liability insurance and, if applicable, professional liability insurance in amounts sufficient to cover the activities contemplated by this Agreement. Provider may require proof of insurance upon request.

Use Restrictions; Ownership

Recipient shall use the Resources solely for the permitted purpose and shall not sublicense, assign, transfer, modify, reverse engineer, or otherwise exploit the Resources except as expressly authorized. Provider retains all right, title and interest in and to the Resources and any improvements or modifications made by Provider. Any feedback provided by Recipient may be used by Provider without restriction.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt to resolve disputes promptly through good-faith negotiation. If a dispute cannot be resolved, the parties agree that exclusive jurisdiction and venue shall lie in the state and federal courts located in the governing state.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that to the best of its knowledge it has the right to grant Recipient the limited use rights set forth herein.

Entire Agreement and Amendment

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals and communications, whether written or oral. No modification or waiver of any provision shall be effective unless in a writing signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign rights to collect payments or to an affiliate. Notices shall be in writing and delivered to the contact addresses set forth above.

Acknowledgment

The undersigned representatives certify that they are authorized to bind their respective parties to this Agreement.

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