This Concept Agreement is entered into by and between _________________ (“Company A”) of ______________________ (enter address) and ________________________ (“Company B”) of _________________________ (enter address), whereby both parties intend to be bound by the terms and provisions of this Agreement.
- SCOPE OF SERVICES
In accordance with the terms and conditions of this Agreement, Company A agrees to allow Company B to syndicate opportunities for Company A, where Company A’s technology will apply. Opportunities will include but are not limited to NOX, UHI, Credits, Credit Banks, toll road or ESCO opportunities.
This Agreement will commence on ___________________ and it will be effective until _________________.
In consideration of the services provided by Company B, Company A will compensate Company B 5% commission on all sales where Company B originates the sale opportunity.
In instances when Company B syndicates a new standalone opportunity with a single or revolving payout plan, Company A will be offered a 25% equity share in the opportunity at no cost.
Company B will receive both a commission from Company A on the value of the purchase and application of the technology as well as retain 75% of the ownership. Any distributions of funds from an opportunity will be made equally based on the available cash flow.
- REPRESENTATIONS AND WARRANTIES
Company B represents and warrants that the Services and Deliverables rendered pursuant to this Agreement shall result in an original idea that, to the best of the Company B’s knowledge, does not infringe on any third party intellectual property rights.
Company B retains all copyrights and other intellectual property interests in the Concepts and in any plans and the like prepared by Company B in connection with this Agreement. The Company B is responsible, at his/her option, for registering any copyrightable material in his/her name with the U.S. Register of Copyrights, at no additional cost to Company A
Company A agrees to indemnify and hold harmless Company B, his/her successors and assigns from any claim or suit arising or resulting from breach by Company A or its agents of any contractual obligations set forth in this Agreement including but not limited to, from negligent conduct of Company A, its agents or assigns. Company B agrees to indemnify and hold harmless Company A, its successors and assigns from any claim or suit arising or resulting from breach by Company B or any contractual obligations set forth in this Agreement including, but not limited to, Company B’s warranties
Company B is furnishing his/her services hereunder as an independent contractor, and nothing herein creates any association, partnership or joint venture between the Parties hereto or any employer-employee relationship.
- MODIFICATION. Any modification of this Agreement shall be in writing and signed by the Parties.
Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party delivered by certified mail or in person. Termination of this Agreement for any cause shall be without prejudice to any obligations or liabilities either party accrued prior to or because of such termination. Company A shall be liable under the payment provisions of this Agreement only for payment of services rendered before the date of the receipt of termination notice. In the event of a breach, the non-breaching party may terminate this Agreement upon ten (10) days’ written notice to the other, if the breaching party is in material breach of this Agreement and fails to cure the breach before the end of the ten (10) day notice period.
- Protection of Information
The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
- FORCE MAJEURE
The Parties will be excused from performing under this Agreement if performance is prevented by a condition beyond control of the Parties such as acts of God, war, civil insurrection, government action or public emergency (but only for as long as such unforeseen occurrences exist). Both Parties will take all reasonable steps to assure performance of their contractual obligation when the unforeseen occurrences have ceased to exist, but resumption of performance will be subject to negotiation between the Parties if more than six (6) months has passed since either suspension of obligations under this Agreement or substantially changed circumstances.
- NON-ASSIGNABILITY. Company B shall not assign, transfer or subcontract the creative and Company B portions of the Services, Deliverables, or Concepts to another party without prior written consent of the Company A.
- SEVERABILITY. Each paragraph and provision of this Agreement is severable from the entire Agreement, and if any provision is declared invalid, the remaining provision will remain in effect.
- GOVERNING LAW /VENUE. This Agreement and all mandates arising out of or relating to this Agreement will be constructed and enforced according to the laws of the State of __________.
- NOTICES. All notices, submittals, requests and reports required under this Agreement will be hand delivered, sent by certified mail or emailed as follows:
For Company B:
For Company A:
Notice is deemed to have been received either upon the date recipient signs the return certificate, or five (5) days after the notice is transmitted to recipient, whichever is sooner. A change in the designation of the person or address to which submittal, requests, notices and reports will be delivered is effective when the other party has received notice of the change by certified mail.
- DISPUTE RESOLUTION
In the event of any disputes arising from the terms of or performance under this Agreement, the Parties shall first attempt resolution through good faith discussion and/or mediation. In the event the Parties are unable to jointly decide on a mediator, they shall each select an impartial representative, the two of whom shall decide on the mediator. The mediator shall, within ninety (90) days, conduct a hearing on the matter, and submit his or her findings and conclusions to the Parties. The provisions of _____________ (State specific) shall apply to the mediation process. Each of the Parties shall share equally in the cost of the mediator, but shall otherwise each bear their own costs in the mediation process.
- ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and superseded all previous agreement in this matter. There are no other written or oral agreements, representations or understanding with respect to the subject matter of this Agreement. No other document provides terms for the Agreement or is incorporated by inference. This Agreement and its terms may be amended, modified, or waived only by written agreement, signed by both Parties.
- COMPLIANCE WITH LAWS. Company B agrees to comply with all applicable federal, state and local laws in the conduct of the work hereunder.
- EXECUTION BY COUNTERPART AND FACSIMILE. This Agreement may be executed in counterpart and by facsimile.
ACCEPTED AND AGREED AS OF THE DATE FIRST SHOWN ABOVE:
Name of Company A___________________________
Name of Company B _________________________________________
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