Team Collaboration Document

TEAM COLLABORATION AGREEMENT

This Team Collaboration Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: with primary address , and Party B: with primary address .

Recitals

WHEREAS, Party A has capabilities and resources in relation to the Project identified as and desires to engage Party B for collaborative services; and

WHEREAS, Party B represents that it has the necessary personnel, skills, and capacity to perform the Scope of Work described herein; and

WHEREAS, the parties wish to set forth their respective roles, responsibilities, payment terms, confidentiality obligations, and dispute resolution under this Agreement.

Scope of Work

Payment Terms

Total Compensation: $ payable in accordance with the schedule below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Invoicing: Party providing services shall submit invoices to the other party at the intervals set forth above. Payment is due within calendar days of receipt of a properly documented invoice.

Late Payment: Unpaid amounts shall bear interest at a rate of or the maximum permitted by law, whichever is lower. Buyer shall also reimburse reasonable collection costs.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon prior written notice of to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means any nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing, or by inspection of tangible objects, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records, (iii) is received from a third party without breach of an obligation to the Disclosing Party, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Intellectual Property

Background IP: Each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of Background IP.

Results: Unless otherwise agreed in writing, intellectual property created jointly in the performance of the Scope of Work shall be owned as follows:

Joint ownership by the parties
Owned solely by Party A
Owned solely by Party B

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any agreement with a third party.

Indemnification

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims arising out of Indemnitor's gross negligence, willful misconduct, or breach of this Agreement, subject to any limitations of liability set forth by law.

Limitation of Liability

Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either party may specify in writing.

Governing Law; Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties agree to attempt in good faith to resolve disputes through negotiation and, if unresolved within thirty (30) days, through binding arbitration in the agreed forum unless otherwise mutually agreed to in writing.

Entire Agreement

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto. Any modification must be in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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