Strategic Partnership Agreement

STRATEGIC PARTNERSHIP AGREEMENT

This Strategic Partnership Agreement ("Agreement") is made effective as of Effective Date: by and between Party A: , an entity of type Individual Corporation LLC with principal place of business at ; and Party B: , an entity of type Individual Corporation LLC with principal place of business at .

Recitals

WHEREAS, Partner A possesses certain business capabilities, technologies, and market access as described in the parties' respective contributions and scope; and

WHEREAS, Partner B possesses complementary resources and expertise and desires to collaborate with Partner A to pursue the business objectives set forth herein; and

WHEREAS, the parties desire to define their respective rights, duties, and financial arrangements with respect to the joint activities described in this Agreement.

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

1. Definitions

1.1 "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually, in writing or electronically, 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. Confidential Information includes, without limitation, business plans, technical data, pricing, customer lists, trade secrets, and prototypes.

1.2 "Background IP" means intellectual property owned or controlled by a party prior to the Effective Date, whether developed independently or acquired from third parties. "Foreground IP" means intellectual property created or developed jointly or individually in the performance of the partnership activities under this Agreement.

2. Purpose

The parties will collaborate to pursue the following strategic objectives and initiatives: The parties shall use commercially reasonable efforts to pursue the opportunities described above consistent with the terms of this Agreement.

3. Term

3.1 Term. This Agreement commences on the Effective Date and continues for a period of (the "Initial Term"), unless earlier terminated in accordance with Section 12. Thereafter, the Agreement shall automatically renew for successive periods of unless either party provides written notice of non-renewal at least prior to the end of the then-current term.

4. Duties, Responsibilities and Contributions

4.1 Each party shall perform its responsibilities in a timely, professional and workmanlike manner in accordance with any jointly agreed milestones. Partner A's contributions:

Partner B's contributions:

4.2 Project Management. The parties shall designate project leads and meet at mutually agreed intervals. The designated lead for Partner A: ; for Partner B: .

5. Financial Terms

5.1 Revenue Sharing. Net revenues generated from jointly marketed products or services shall be allocated as follows: Partner A: % and Partner B: %.

5.2 Payments. Payments due under this Agreement shall be made within of invoice, and shall be accompanied by a report detailing calculations. Each party shall have the right to audit relevant books and records upon reasonable prior written notice but not more than once in any 12-month period.

6. Confidentiality

6.1 Each recipient party shall hold Confidential Information of the disclosing party in strict confidence, shall not use such Confidential Information except to exercise rights and perform obligations under this Agreement, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party, except to the recipient's employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the recipient; (b) was rightfully in the recipient's possession prior to receipt; (c) is rightfully obtained by the recipient from a third party without restriction and without breach of this Agreement; or (d) is independently developed without use of the disclosing party's Confidential Information.

6.3 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of from the date of disclosure, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

7. Intellectual Property

7.1 Ownership. Except as expressly provided herein, each party retains all right, title and interest in and to its Background IP. Foreground IP developed solely by a party will be owned solely by that party. Foreground IP developed jointly will be owned jointly in proportion to each party's contributions, subject to any alternative allocation set forth in a written schedule:

7.2 License Grant. Each party hereby grants to the other a non-exclusive, non-transferable, royalty-free license during the Term to use its Background IP solely to the extent necessary to perform its obligations and exercise rights under this Agreement.

7.3 Enforcement. The parties shall consult and cooperate in good faith with respect to enforcement of jointly owned IP. Costs of enforcement or defense shall be allocated as agreed in writing prior to commencement of such action.

8. Exclusivity and Non-Solicitation

8.1 Exclusivity. The parties agree that their relationship is exclusive non-exclusive. If exclusive, the parties will negotiate and set forth the territorial and product scope in a written schedule within of the Effective Date.

8.2 Non-Solicitation. During the Term and for a period of after termination, neither party shall solicit for employment or engagement any employee or contractor of the other party who had substantive involvement in the partnership, without the other party's prior written consent.

9. Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the full right, power and authority to enter into this Agreement and perform its obligations; and (c) the execution, delivery and performance of this Agreement will not violate or cause a default under any other agreement to which it is a party.

10. Indemnification

10.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, and their respective officers, directors and employees (the "Indemnified Parties") from and against any third-party claim arising out of the Indemnifying Party's gross negligence, willful misconduct, breach of its representations and warranties, or infringement of third-party intellectual property rights in connection with materials it supplies.

10.2 Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of any claim and allow the Indemnifying Party to assume control of the defense and settlement negotiations, provided that the Indemnifying Party may not settle any claim that imposes obligations on the Indemnified Party without its prior written consent.

11. Limitation of Liability

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INFRINGEMENT INDEMNITIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PAYMENTS ACTUALLY PAID OR PAYABLE TO THE OTHER PARTY UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE CLAIM.

12. Termination

12.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to termination.

12.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

12.3 Effect of Termination. Upon termination, each party shall return or destroy the other party's Confidential Information, and the parties shall settle all outstanding payment obligations within . Sections concerning confidentiality, intellectual property, indemnification, limitation of liability and any other provisions that by their nature survive termination shall so survive.

13. Insurance

Each party shall maintain insurance coverage customary for its industry and sufficient to cover liabilities arising out of its performance under this Agreement, including commercially reasonable general liability and professional liability insurance. Proof of insurance shall be provided upon reasonable request.

14. Notices

All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or reputable overnight courier to the addresses below. Notices are effective upon receipt.

15. Amendments; Waiver; Counterparts

15.1 This Agreement may be amended only by a written instrument duly executed by authorized representatives of both parties. No delay or failure to exercise any right shall operate as a waiver, and no single waiver shall constitute a continuing waiver.

15.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Facsimile or electronic signatures shall be binding.

16. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes, subject to any mandatory arbitration provision agreed in writing by the parties.

17. Entire Agreement; Severability

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

17.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, effectuates the original intent.

18. Miscellaneous

18.1 Assignment. Neither party may assign 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 all or substantially all of its assets, provided that the assignee assumes the assigning party's obligations under this Agreement.

18.2 Relationship of Parties. The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture (except as to jointly owned IP as expressly set forth), agency or employment relationship for any other purpose.

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