BUSINESS AGREEMENT
This Business Agreement is made on _________day of
2022 by and between Newton Implant Systems (hereinafter referred to as “NIS”)
on one part; and Digiray Corp on the other part. (Together referred to as “Parties”).
In consideration of the mutual covenants and agreements herein contained, the
Parties hereby agree as follows:
1. Purpose.
It is hereby agreed that Digiray Corp is allowed and given permission to use the
patent __________________ owned by NIS.
Digiray Corp has exclusive rights to the said patent.
2. Payment.
The parties have agreed that in exchange for Digiray Corp having exclusive rights to
NIS’s patent, NIS will have 50% of digiary Corp.
3. Term.
This Agreement shall be for a period of ______________ from the date of signing
hereof (the “Effective Date”).
4. Termination of Agreement
The Parties agree that either Party may terminate this Agreement at any time with a
prior 30 days’ written notice to the other Party.
5. Confidentiality
Parties agree that all terms and conditions of this Agreement and any confidential
information provided by NIS to Digiray Corp during the Term of this Agreement must
be kept confidential unless disclosure is required according to the process of law.
Disclosing or using this information for any purpose beyond the scope of this
Agreement (or beyond the exceptions set forth above) is expressly forbidden without
the Parties’ prior consent.
The Parties’ obligation to maintain confidentiality will survive the termination of this
Agreement and remain in effect indefinitely.
6. Indemnity
Digiray Corp agrees to indemnify and keep indemnified NIS from and against any
and all loss, damage, or liability, whether criminal or civil suffered, and legal fees and
costs incurred by NIS in the course of the execution of the obligations under this
Agreement and resulting from any act, neglect or default of Digiray Corp.
7. Amendments
This Agreement may not be enlarged, modified, altered, or otherwise amended
except in writing, signed by the Parties hereto, and endorsed.
8. Dispute Resolution
Each Party hereto agrees to use its best efforts to settle amicably by mediation all
disputes arising out of or in connection with this Agreement or its interpretation.
Any dispute arising out of or in connection with this Agreement incapable of being
resolved by mediation, by the Parties shall be referred to arbitration pursuant to the
applicable arbitral laws of _____________.
9. Waiver
A waiver of any right or remedy under this Agreement or by law is only effective if
given in writing and shall not be deemed a waiver of any subsequent breach or
default.
Failure or delay by either Party to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it prevent or restrict any further exercise of that or any other right
or remedy.
10. Severability
The invalidity or unenforceability of any particular provision of this Agreement or
portion thereof shall not affect the other provisions or parts thereof that shall be
severed from this Agreement. The remaining provisions shall remain in full force and
effect.
11. Governing Law.
This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the Laws of ____________.
12. Entire Agreement
This Agreement constitutes the entire Agreement between the parties. It supersedes
all prior agreements; no statements, promises, or inducements made by either Party
or Agent that are not contained in this Agreement shall be valid or binding.
IN WITNESS WHEREOF, each Party has executed this Agreement, by its duly
authorized representative, as of the day and year set forth below.
Signed by the duly authorized Signatory of
the Newton Implant System; –
Signature:
Signed by the duly authorized Signatory of
Digiray Corp; –
Signature:
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
_____________________________
Name:
________________________________
Designation:
___________________________
Date:
_________________________________
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