CONCEPT AGREEMENT
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. - TERM
This Agreement will commence on _______ and it will be effective until
_____. - COMPENSATION
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. - INTELLECTUAL PROPERTY
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 - INDEMNIFICATION
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
- INDEPENDENT CONTRACTOR
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. - TERMINATION
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. - CONFIDENTIALITY
a. 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.
b. Injunctive Relief
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.
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