Team Collaboration Preteam Agreement

Team Collaboration Preteam Agreement

This Team Collaboration Preteam Agreement ("Agreement") is entered into effective as of (the "Effective Date"), by and between the parties identified below who intend to collaborate preliminarily to evaluate and pursue a potential joint project.

Parties

Recitals

WHEREAS, the parties wish to engage in preliminary collaboration and joint planning to evaluate technical feasibility, resources, timelines and commercial potential for a prospective project (the "Project"); and

WHEREAS, the parties intend by this Agreement to set forth the initial scope, allocation of responsibilities, preliminary payment terms, confidentiality obligations and the framework for negotiation of any subsequent definitive agreements; and

WHEREAS, the parties acknowledge that this Agreement is not intended to create a joint venture, partnership or to obligate either party to consummate the Project absent a separate, executed definitive agreement.

Scope of Work

The parties shall cooperate to perform the preliminary activities described below. Each activity will be performed in good faith and with commercially reasonable efforts.

Payment Terms

As consideration for the preliminary services and activities set forth herein, the parties agree the following payment arrangement shall apply:

All payments shall be made in U.S. Dollars (unless otherwise agreed in writing). Each party is responsible for its own taxes and withholdings arising from payments made under this Agreement.

Expenses

Reimbursable out-of-pocket expenses incurred by a party in performing the Scope of Work must be pre-approved in writing by the other party and invoiced with supporting documentation. Reimbursement terms shall follow the payment schedule unless otherwise stated.

Term and Termination

This Agreement shall commence on the Effective Date and continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least prior to the effective date of termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party to the other party, whether disclosed orally, in writing, or by inspection, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes generally known to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction.

Intellectual Property

All pre-existing intellectual property of each party shall remain the sole property of that party. Intellectual property created jointly by the parties in the course of performing the Scope of Work shall be owned as follows:

Joint ownership between the parties, subject to a definitive agreement allocating rights and revenue.

Ownership by Lead Party with a license to Collaborating Party as set forth in a future definitive agreement.

If no allocation is selected, the parties agree to negotiate in good faith appropriate ownership and licensing terms prior to any commercialization or exploitation of jointly created intellectual property.

Representations and Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR IP OWNERSHIP OBLIGATIONS. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT WITH RESPECT TO THE RELEVANT MATTER.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws provisions.

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to mediation before a mutually agreed mediator. If mediation fails, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction in the state specified above.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, oral or written, relating to the same subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

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