Technology Partnership Agreement

Technology Partnership Agreement

This Technology Partnership Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: a business organized under the laws of , and Party B Name: a business organized under the laws of . Each of Party A and Party B may be referred to herein as a "Party" and collectively as the "Parties."

Entity Type and Contact Information

Recitals

WHEREAS, Party A possesses expertise in technology development and related services, including without limitation software development, system architecture, and integration services ("Party A Technology");

WHEREAS, Party B possesses complementary capabilities, including product management, marketing, and customer channels, and desires to collaborate with Party A to develop, commercialize, or support certain technology solutions described herein ("Party B Capabilities");

WHEREAS, the Parties wish to set forth the terms under which they will cooperate to develop, license, distribute, or otherwise exploit jointly developed technology and related services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether oral, written, or electronic, 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, including technology, software, specifications, business plans, customer lists, pricing, and financial information.

1.2 "Background IP" means Intellectual Property owned or controlled by a Party prior to the Effective Date or developed independently outside the scope of this Agreement.

1.3 "Joint IP" means Intellectual Property developed jointly by the Parties in the performance of this Agreement.

2. Scope of Partnership

2.1 The Parties will collaborate to perform the activities described in the Statement of Work attached hereto or described in the field below. Party A shall be primarily responsible for technical development, and Party B shall be primarily responsible for commercialization and customer engagement, except as otherwise agreed in writing.

3. Term and Termination

3.1 Term. This Agreement commences on the Effective Date and shall continue for an initial term of unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for a period of days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination, each Party shall promptly return or destroy the other Party's Confidential Information, and all licenses granted under this Agreement shall terminate except to the extent expressly stated to survive.

4. Deliverables, Milestones and Acceptance

4.1 Acceptance. Deliverables shall be delivered in accordance with the milestones set forth above. Receiving Party shall test and either accept or provide written notice of defects within days. Failure to timely provide notice shall constitute acceptance.

5. Fees, Payment and Expenses

5.1 Fees. The Parties shall pay fees and share revenues as set forth in the financial schedule below. Fees payable by one Party to the other shall be invoiced and payable within days of invoice.

5.2 Expenses. Unless otherwise agreed in writing, each Party shall bear its own costs and expenses incurred in performing its obligations under this Agreement.

6. Intellectual Property

6.1 Ownership of Background IP. Each Party retains all right, title and interest in and to its Background IP. No transfer of ownership of Background IP is intended by this Agreement except as expressly set forth herein.

6.2 Joint IP. Unless otherwise agreed in writing, Joint IP shall be owned jointly by the Parties in proportions to be agreed and, pending agreement, shall be owned in equal undivided shares. The Parties shall execute further instruments as necessary to perfect such ownership.

6.3 License Grants. To the extent a Party's Background IP is required for the other Party to exploit the Joint IP, the owner of such Background IP grants the other Party a non-exclusive, non-transferable, royalty-bearing/non-royalty-bearing (select and specify in Financial Schedule) license solely to the extent necessary to exercise rights in the Joint IP as set forth in this Agreement.

7. Confidentiality

7.1 Obligation. Each Party shall keep Confidential Information of the other Party in strict confidence, shall not disclose it to any third party except as expressly permitted, and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

7.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public other than by breach of this Agreement; (b) was lawfully known to the receiving Party prior to disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed without use of the disclosing Party's Confidential Information.

8. Data Protection and Security

8.1 Security. Each Party shall implement and maintain administrative, technical and physical safeguards reasonably appropriate to protect personal data and other Confidential Information from unauthorized access, use, alteration or disclosure.

9. Warranties; Disclaimers

9.1 Mutual Limited Warranty. Each Party represents that it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each Party warrants that it will perform services in a professional and workmanlike manner consistent with industry standards.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY THE OTHER PARTY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

11.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of: (a) the Indemnifying Party's gross negligence or willful misconduct; (b) a breach by the Indemnifying Party of its representations, warranties or obligations under this Agreement; or (c) claims that the Indemnifying Party's Background IP, as used in accordance with this Agreement, infringes a third party's patent, copyright, or trade secret rights.

12. Insurance

Each Party shall maintain at its own expense such insurance coverages as are customary for similarly situated businesses performing comparable services, including commercial general liability and professional liability insurance with commercially reasonable limits.

13. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or to a successor by way of merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

14. Notices

14.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address designated by a Party in writing). Notices shall be deemed given when delivered personally, by confirmed overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

15. Amendments; Waiver; Counterparts

15.1 Amendments. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both Parties.

15.2 Waiver. The failure of either Party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

16. Governing Law; Dispute Resolution

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws rules. Governing Jurisdiction:

16.2 Dispute Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within days, the Parties agree to submit the dispute to in accordance with the rules mutually agreed upon by the Parties.

17. Entire Agreement; Severability

17.1 Entire Agreement. This Agreement, together with any exhibits, schedules and statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

17.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Signatures

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