Revenue Sharing Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of such entity, whether by contract or otherwise.

"Business Activities" means the activities, products, services, and commercial undertakings described in [description of the collaboration and the relevant products or services], as conducted by or on behalf of the Parties pursuant to this Agreement.

"Covered Revenue" means all Gross Revenue of the type described in Section 3 of this Agreement that is received or receivable by either Party or any of its Affiliates and that is derived from the Business Activities, excluding Excluded Revenue.

"Excluded Revenue" means the categories of revenue and receipts identified as excluded in Section 3 of this Agreement.

"Gross Revenue" means the total amounts invoiced, billed, charged, or otherwise received or receivable, in cash or in kind, by a Party or its Affiliates from third parties in connection with the Business Activities, determined in accordance with the Accounting Standards, before any deductions.

"Accounting Standards" means [generally accepted accounting principles or international financial reporting standards applicable to the relevant Party], consistently applied.

"Net Revenue" means Covered Revenue less the Permitted Deductions, calculated in accordance with Section 4 of this Agreement.

"Permitted Deductions" means the exclusive categories of costs, charges, and amounts that may be deducted from Covered Revenue in the calculation of Net Revenue, as set forth in Section 4 of this Agreement.

"Revenue Share" means the portion of Net Revenue allocable to each Party in accordance with the Revenue Share Percentages.

"Revenue Share Percentages" means the fixed percentages of Net Revenue allocated to each Party as set forth in Section 5 of this Agreement.

"Reporting Period" means each calendar month during the Term, or any portion thereof at the commencement or end of the Term.

"Monthly Report" means the written statement for each Reporting Period delivered pursuant to Section 6 of this Agreement.

"Term" means the Initial Term together with each Renewal Term, as defined in Section 14 of this Agreement.

"Currency" means [currency], being the currency in which all amounts under this Agreement shall be reported and paid.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, including financial data, pricing, customer information, know-how, and the terms of this Agreement, that is designated as confidential or that a reasonable person would understand to be confidential.

Unless the context otherwise requires, headings are for convenience only and do not affect interpretation; words in the singular include the plural and vice versa; the words "including" and "includes" mean "including without limitation"; references to Sections are to sections of this Agreement; references to any agreement or document are to that agreement or document as amended from time to time; and no provision shall be construed against a Party by reason of that Party having drafted it.

The purpose of this Agreement is to establish the terms on which the Parties shall share the Net Revenue generated by the Business Activities, as more particularly described in [description of scope of collaboration, including respective contributions and responsibilities of each Party].

Party A shall contribute [description of Party A's contribution], and Party B shall contribute [description of Party B's contribution], in each case as further provided in this Agreement.

This Agreement governs solely the sharing of Net Revenue and the related reporting, payment, and audit mechanics. Nothing herein obliges either Party to enter into any further agreement, nor does it grant either Party any right, title, or interest in the other Party's intellectual property, except for any limited right expressly stated in this Agreement or required to perform the Business Activities during the Term.

The relationship of the Parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Parties, and neither Party has authority to bind the other Party or to incur obligations on its behalf without the other Party's prior written consent.

Party A shall retain sole ownership of, and control over, its assets, intellectual property, customer relationships, and pre-existing business, and Party B acquires no interest therein by virtue of this Agreement. Any intellectual property developed solely by or for Party A shall remain the property of Party A.

Each Party shall bear its own costs and expenses of performing its obligations under this Agreement, except as expressly provided in Section 4 with respect to Permitted Deductions.

Unless otherwise agreed in writing, this Agreement is non-exclusive, and nothing herein restricts Party A from conducting any business, including business similar to the Business Activities, directly or through third parties, provided that such business does not breach Section 12 of this Agreement.

Covered Revenue comprises all Gross Revenue actually received or receivable by either Party or its Affiliates during the Term from the following sources: [list of revenue streams, e.g., sales of products, service fees, subscription fees, licensing income derived from the Business Activities].

Covered Revenue shall be recognized on [an accrual / cash] basis in accordance with the Accounting Standards, and shall be recognized consistently by both Parties throughout the Term.

The following shall constitute Excluded Revenue and shall not be shared under this Agreement: (i) revenue generated by a Party from business activities that are not Business Activities; (ii) sales, value-added, goods and services, or similar taxes collected from customers for remittance to a taxing authority; (iii) interest, investment income, and foreign exchange gains; (iv) proceeds from the sale of capital assets or of a Party's business or equity; (v) insurance proceeds, damages, or settlement amounts received other than as compensation for lost Covered Revenue; (vi) capital contributions, loans, grants, and subsidies; and (vii) [other exclusions].

Where any revenue is received in a form other than cash, its value shall be determined at fair market value as of the date of receipt, as reasonably determined by Party A, acting in good faith, and subject to the audit rights in Section 9.

Where a transaction includes both Covered Revenue and Excluded Revenue, or is bundled with other products or services of a Party, the consideration shall be allocated between them on a reasonable and consistent basis reflecting relative standalone selling prices, as determined by Party A in good faith and disclosed in the relevant Monthly Report.

A Party that receives Covered Revenue that is payable to or shared with the other Party shall hold such Covered Revenue for the purposes of this Agreement and shall account for it in accordance with Sections 6 and 7. Neither Party shall structure, defer, divert, or reclassify any transaction with the purpose of reducing Covered Revenue or avoiding the sharing obligations of this Agreement.

Net Revenue for each Reporting Period shall be calculated as Covered Revenue received or receivable during that Reporting Period, less the Permitted Deductions for that Reporting Period, in accordance with the Accounting Standards.

The Permitted Deductions are limited exclusively to the following, to the extent actually incurred, directly attributable to the Business Activities, properly documented, and not otherwise reimbursed: (i) refunds, returns, credits, and chargebacks actually granted to customers; (ii) bona fide uncollectible amounts actually written off, up to [percentage] percent of Covered Revenue in the relevant Reporting Period; (iii) third-party payment processing fees and transaction charges; (iv) customs duties, and sales, use, or similar taxes borne by a Party and not recovered from customers; (v) third-party distribution or commission fees approved in writing by Party A; and (vi) [other agreed deductions].

The following shall not be deductible: general overhead; salaries and benefits of personnel; depreciation and amortization; financing costs; income taxes; marketing and advertising expenses unless approved in advance in writing by Party A; costs arising from a Party's breach, negligence, or willful misconduct; payments to Affiliates in excess of arm's-length terms; and any cost not expressly listed as a Permitted Deduction.

The aggregate of Permitted Deductions in any Reporting Period shall not exceed [percentage] percent of Covered Revenue for that Reporting Period, unless Party A has given prior written consent to a higher amount.

No item may be deducted more than once, and any deduction that is later recovered, refunded, or reimbursed shall be added back to Covered Revenue in the Reporting Period in which the recovery occurs.

If Net Revenue for any Reporting Period is negative, no payment shall be due from Party A in respect of such Reporting Period, and the negative amount shall not be carried forward to reduce Net Revenue of any subsequent Reporting Period, unless Party A agrees otherwise in writing.

Net Revenue shall be allocated between the Parties as follows: Party A shall be entitled to [percentage] percent ([number]%) of Net Revenue, and Party B shall be entitled to [percentage] percent ([number]%) of Net Revenue, such percentages totaling one hundred percent (100%).

The Revenue Share Percentages are fixed for the Term and may be amended only by a written instrument signed by authorized representatives of both Parties. No course of dealing, practice, or conduct shall modify them.

Where Covered Revenue is received by Party A, Party A shall retain its Revenue Share and remit to Party B the Revenue Share of Party B. Where Covered Revenue is received by Party B, Party B shall remit to Party A the Revenue Share of Party A, calculated in accordance with Section 7, and shall have no right to retain any amount exceeding its own Revenue Share.

If Covered Revenue is received by both Parties, the Parties shall calculate the aggregate Net Revenue and the amount owed by one Party to the other shall be the net balance resulting from the allocation of such aggregate Net Revenue in accordance with the Revenue Share Percentages.

The Revenue Share of Party B constitutes its sole and exclusive compensation under this Agreement. Party B shall not be entitled to any other fee, commission, expense reimbursement, or remuneration in connection with the Business Activities, unless expressly agreed in writing by Party A.

Any Covered Revenue received by a Party after the expiration or termination of this Agreement that relates to sales or services made during the Term shall be shared in accordance with this Section 5.

Within [number] days after the end of each Reporting Period, each Party that has received Covered Revenue during such Reporting Period shall deliver to the other Party a Monthly Report, in the form and format reasonably specified by Party A.

Each Monthly Report shall set out, in reasonable detail: (i) Gross Revenue and Covered Revenue by revenue stream; (ii) any Excluded Revenue and the basis for its exclusion; (iii) each Permitted Deduction, itemized by category and supported by documentation; (iv) the resulting Net Revenue; (v) the Revenue Share of each Party; (vi) any adjustments from prior periods; and (vii) [other information].

Each Monthly Report shall be certified as accurate and complete in all material respects by an authorized officer of the reporting Party.

Party B shall, upon request by Party A, provide supporting data, invoices, and ledgers underlying any Monthly Report within [number] business days of such request.

If a Monthly Report is not delivered when due, Party A may prepare a reasonable estimate of the Net Revenue based on available information, and such estimate shall be binding for payment purposes until a compliant Monthly Report is delivered and verified, without prejudice to Party A's other rights.

If either Party discovers any error in a Monthly Report, it shall notify the other Party promptly and deliver a corrected report within [number] days, and the Parties shall make the corresponding adjustment in the next payment.

Unless Party A objects in writing within [number] days after receipt, a Monthly Report delivered by Party B shall be deemed accepted for payment purposes only, without prejudice to Party A's audit rights under Section 9, and no such acceptance shall constitute a waiver of any claim.

The amount payable by one Party to the other in respect of each Reporting Period shall be paid in the Currency within [number] days after the end of that Reporting Period, concurrently with delivery of the Monthly Report, or if later, within [number] days after the receipt of a compliant Monthly Report.

Payments shall be made by wire transfer or electronic funds transfer of immediately available funds to the bank account designated in writing by the receiving Party, as set out in [bank account details], or as notified from time to time on not less than [number] days' prior written notice.

All payments shall be made without set-off, counterclaim, or deduction, except that Party A may set off any amount owed to it by Party B under this Agreement against any amount payable by Party A to Party B.

Where revenue is received in a currency other than the Currency, it shall be converted at [source of exchange rate] on the last business day of the relevant Reporting Period. Costs of conversion shall be borne by the Party receiving the foreign currency revenue.

Any amount not paid when due shall bear interest at the rate of [percentage] percent per annum, or the maximum rate permitted by applicable law if lower, from the due date until the date of actual payment, calculated daily. Such interest shall accrue on amounts owed by Party B to Party A, and, on amounts owed by Party A to Party B, only after written notice of non-payment and a cure period of [number] days.

Bank charges of the remitting Party shall be borne by the remitting Party, and those of the receiving Party by the receiving Party.

Where Party A, in good faith, disputes any portion of an amount claimed by Party B, Party A shall pay the undisputed portion when due and shall notify Party B of the dispute with reasonable particulars, and the Parties shall resolve the disputed portion under Section 17.

Each Party shall be solely responsible for its own taxes arising from its Revenue Share or its income, profits, property, and employees, and for the filing of its own tax returns.

All amounts payable under this Agreement are exclusive of value-added, sales, goods and services, and similar indirect taxes. Where such tax is properly chargeable on a payment, the paying Party shall pay it in addition upon receipt of a valid tax invoice.

If applicable law requires Party A to deduct or withhold any tax from any payment to Party B, Party A may make such deduction or withholding and remit the amount to the appropriate authority, and the amount so withheld shall be treated as having been paid to Party B. Party A shall have no obligation to gross up or otherwise compensate Party B for any such deduction or withholding.

Party A shall provide Party B with reasonable evidence of any tax withheld and paid to the relevant authority. Party B shall promptly provide Party A with all tax forms, certificates, and documentation reasonably requested to establish eligibility for any reduced rate of withholding or exemption.

If Party B is required to withhold tax from any payment to Party A, Party B shall gross up such payment so that Party A receives the amount it would have received had no withholding been made, except to the extent the withholding results from Party A's failure to provide documentation properly requested.

Party B shall indemnify Party A against any taxes, interest, and penalties assessed against Party A as a result of Party B's failure to comply with its obligations under this Section 8.

The Parties shall cooperate in good faith to minimize lawful tax liabilities arising under this Agreement, including by using any applicable tax treaty or relief.

Each Party shall maintain complete, accurate, and current books and records relating to the Business Activities, Covered Revenue, Permitted Deductions, and all amounts reported or paid under this Agreement, in accordance with the Accounting Standards, for the Term and for [number] years thereafter.

Party A, and its authorized representatives and independent auditors, shall have the right, upon [number] days' prior written notice and during normal business hours, to inspect, audit, and copy the books and records of Party B and its Affiliates relating to this Agreement. Party A may exercise this right [number] times per calendar year, and at any time where it has reasonable grounds to suspect a material inaccuracy.

Party B may audit the relevant books and records of Party A not more than once in any calendar year, upon not less than [number] days' written notice, through an independent certified public accountant bound by customary confidentiality obligations, and limited to records relating to the preceding [number] months.

Where an audit reveals an underpayment to the auditing Party, the audited Party shall pay the shortfall within [number] days, together with interest under Section 7. Where an overpayment is revealed, the amount shall be credited against future payments, or refunded within [number] days if the Term has ended.

If an audit by Party A reveals an underpayment or an understatement of Net Revenue owed to Party A exceeding [percentage] percent for any period audited, Party B shall bear the reasonable costs of the audit, in addition to payment of the shortfall. Otherwise, the auditing Party shall bear its own audit costs.

Party B shall cooperate fully with any audit, provide access to personnel, systems, and records, and correct any deficiencies identified promptly. A deliberate misstatement by Party B shall constitute a material breach of this Agreement.

The audit rights under this Section 9 shall survive expiration or termination of this Agreement for the period stated in the first clause of this Section 9.

Each Party shall perform its obligations under this Agreement diligently, in good faith, with due skill and care, and in compliance with all applicable laws, regulations, and industry standards.

Party B shall: (i) use commercially reasonable efforts to maximize Covered Revenue; (ii) conduct the Business Activities in a manner that does not harm the reputation, goodwill, or brand of Party A; (iii) maintain all licenses, permits, and registrations necessary for the Business Activities; and (iv) comply with Party A's reasonable written policies and instructions notified to Party B.

Party B shall not, without the prior written consent of Party A: (i) assign, subcontract, or delegate its obligations hereunder; (ii) make any representation or commitment on behalf of Party A; (iii) alter pricing, terms of sale, or customer terms for the Business Activities beyond [parameters]; or (iv) use Party A's name, trademarks, or intellectual property other than as necessary to perform the Business Activities.

During the Term and for [number] months thereafter, Party B shall not, directly or indirectly, divert or attempt to divert any Covered Revenue, customer, or business opportunity relating to the Business Activities away from Party A or to circumvent the revenue sharing arrangement under this Agreement, to the extent permitted by applicable law.

Each Party shall comply with all applicable anti-bribery, anti-corruption, sanctions, export control, data protection, and anti-money-laundering laws in connection with this Agreement, and shall maintain adequate procedures to ensure compliance.

Each Party shall promptly notify the other of any event that is reasonably likely to materially affect Covered Revenue or its ability to perform this Agreement, including any claim, investigation, or insolvency event.

Each Party shall designate a representative with authority over day-to-day matters under this Agreement, as set out in [name and contact details of Party A representative] and [name and contact details of Party B representative].

Each Party represents and warrants to the other Party, as of the Effective Date and throughout the Term, that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) this Agreement constitutes its legal, valid, and binding obligation, enforceable in accordance with its terms; and (iv) its execution and performance of this Agreement do not violate its constitutional documents, any applicable law, or any agreement binding upon it.

Each Party further represents and warrants that it holds, and shall maintain, all licenses, consents, and approvals necessary to carry out its obligations under this Agreement.

Party B represents and warrants that: (i) all information provided to Party A in connection with this Agreement is true, accurate, and complete in all material respects; (ii) it is not insolvent and no insolvency proceeding is pending or threatened against it; and (iii) there is no litigation or investigation pending or threatened that would materially affect its ability to perform.

Party B represents, warrants, and covenants that each Monthly Report will be true, accurate, and complete, and prepared in accordance with the Accounting Standards and this Agreement.

Party B represents and warrants that its performance of the Business Activities will not infringe, misappropriate, or violate any intellectual property or other right of any third party, and will comply with all applicable laws.

Party A represents and warrants that it has the right to grant any rights expressly granted by it under this Agreement. Except as expressly set out in this Agreement, Party A makes no representations or warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, or as to the amount of revenue that will be generated, and all such warranties are hereby disclaimed to the fullest extent permitted by law.

Each Party shall hold the Confidential Information of the other Party in strict confidence, shall use it solely for the purpose of performing its obligations or exercising its rights under this Agreement, and shall not disclose it to any third party except as permitted by this Section 12.

A Party may disclose Confidential Information to its and its Affiliates' directors, officers, employees, professional advisers, auditors, financiers, and prospective acquirers who need to know it for the purposes of this Agreement and who are bound by written or professional obligations of confidentiality no less protective than those herein. The disclosing Party shall be liable for any breach by such persons.

Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully known to the receiving Party before disclosure without restriction; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.

A Party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that, where lawful, it gives the other Party prompt prior written notice, cooperates in seeking protective measures, and discloses only the minimum required.

Upon expiration or termination of this Agreement, or upon written request, each Party shall promptly return or destroy the other Party's Confidential Information, except for copies required to be retained by law or in routine back-ups, which shall remain subject to this Section 12.

The Parties acknowledge that a breach of this Section 12 may cause irreparable harm for which damages would be an inadequate remedy, and that the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the requirement to post a bond, in addition to any other remedies.

The obligations in this Section 12 shall survive for [number] years after expiration or termination of this Agreement and, for trade secrets, for as long as they remain trade secrets.

Party B shall indemnify, defend, and hold harmless Party A, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, damages, claims, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or relating to: (i) Party B's breach of this Agreement; (ii) Party B's negligence, fraud, or willful misconduct; (iii) Party B's violation of applicable law; (iv) any third-party claim arising from the conduct of Party B's part of the Business Activities; or (v) any understatement of Covered Revenue or overstatement of Permitted Deductions by Party B.

Party A shall indemnify Party B against third-party claims to the extent finally determined to have been caused by Party A's gross negligence or willful misconduct in the performance of this Agreement, subject to the limitations in this Section 13.

A Party seeking indemnification shall give the indemnifying Party prompt written notice of the claim (provided that delay shall relieve the indemnifying Party only to the extent it is materially prejudiced), allow it to control the defense and settlement with counsel reasonably acceptable to the indemnified Party, and provide reasonable cooperation at the indemnifying Party's cost. No settlement imposing any liability or admission on the indemnified Party may be made without its prior written consent.

Subject to the following sentence, in no event shall Party A be liable to Party B for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profit, revenue, goodwill, or business opportunity, whether in contract, tort, or otherwise, even if advised of their possibility. The foregoing exclusion shall apply to Party B only in respect of liability arising other than from its indemnification obligations, breach of Section 12, or fraud or willful misconduct.

The total aggregate liability of Party A arising out of or in connection with this Agreement shall not exceed the lesser of the amounts of the Revenue Share actually paid to Party B in the [number] months preceding the event giving rise to the claim and [amount].

Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under applicable law, including liability for fraud, or for death or personal injury caused by negligence.

Party B's obligation to pay Party A's Revenue Share is a debt and is not subject to the limitations in this Section 13.

This Agreement shall commence on the Effective Date and shall continue for an initial term of [number] years (the "Initial Term"), unless terminated earlier in accordance with this Agreement.

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of [number] years each (each a "Renewal Term"), unless either Party gives the other Party written notice of non-renewal at least [number] days before the end of the then-current Initial Term or Renewal Term.

Party A may, in its discretion, give notice of non-renewal for any reason or no reason. Party B may give notice of non-renewal only in accordance with the preceding clause and only if it is not then in breach of this Agreement.

The terms of this Agreement shall apply during each Renewal Term, except that the Revenue Share Percentages may be reviewed by the Parties not less than [number] days prior to the end of the then-current term, and any change shall take effect only if recorded in a written amendment signed by both Parties in accordance with Section 5.

If no non-renewal notice is validly given, neither Party shall be entitled to any compensation, indemnity, or goodwill payment by reason of the expiration or non-renewal of this Agreement.

The Initial Term and all Renewal Terms are together referred to as the "Term."

Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to remedy such breach within [number] days after receipt of written notice specifying the breach in reasonable detail, or immediately if the breach is incapable of remedy.

Party A may terminate this Agreement immediately upon written notice if: (i) Party B fails to pay any amount when due and does not cure within [number] days of notice; (ii) Party B delivers a materially inaccurate Monthly Report or breaches Section 9 or Section 12; (iii) Party B undergoes a change of control without Party A's prior written consent; (iv) Party B becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or administrator appointed, or becomes subject to any bankruptcy, liquidation, or similar proceeding; (v) Party B engages in conduct that, in Party A's reasonable opinion, damages or is likely to damage Party A's reputation; or (vi) Party B is in breach of applicable anti-corruption or sanctions laws.

Party A may also terminate this Agreement for convenience upon not less than [number] days' written notice to Party B. Party B shall have no right to terminate for convenience.

Upon expiration or termination of this Agreement for any reason: (i) all rights granted hereunder shall cease; (ii) each Party shall deliver a final Monthly Report within [number] days; (iii) all accrued and unpaid amounts shall become immediately due and payable; (iv) each Party shall cease using the other's name, marks, and Confidential Information; and (v) Party B shall return all property and materials of Party A.

Termination or expiration shall not affect rights or liabilities accrued prior to the effective date of termination, and shall not relieve either Party of its obligations in respect of Covered Revenue arising from sales or services made prior to such date, in accordance with Section 5.

Sections 1, 5 (final clause), 7, 8, 9, 12, 13, 15, 17, and 18, and any other provision which by its nature is intended to survive, shall survive expiration or termination of this Agreement.

Termination in accordance with this Agreement shall be without prejudice to any other right or remedy available to the terminating Party, and no termination shall entitle Party B to any compensation or indemnity by reason of termination alone.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent caused by a Force Majeure Event.

"Force Majeure Event" means any event beyond the reasonable control of the affected Party, which could not have been prevented by reasonable precautions, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, governmental actions or embargoes, widespread failure of public utilities or telecommunications, and strikes (other than those involving the affected Party's own workforce).

The affected Party shall give the other Party written notice within [number] days after the onset of the Force Majeure Event, describing its nature, expected duration, and the obligations affected, and shall use commercially reasonable efforts to mitigate its effects and resume performance promptly.

A Force Majeure Event shall not excuse any obligation to pay amounts that accrued before or during the event, to deliver Monthly Reports in respect of revenue already received, or to preserve books and records. Economic hardship, changes in market conditions, or lack of funds shall not constitute a Force Majeure Event.

If a Force Majeure Event continues for more than [number] consecutive days, Party A may terminate this Agreement upon written notice without liability. Party B may terminate only if the Force Majeure Event affects Party A's performance for more than [number] consecutive days.

During a Force Majeure Event affecting Party B, Party A may, on notice, appoint a third party to perform Party B's obligations, and the reasonable costs thereof shall be borne by Party B.

This Agreement, and any dispute or claim arising out of or in connection with it, including its formation, validity, interpretation, performance, or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior executives of the Parties. Either Party may initiate such negotiation by written notice describing the dispute (a "Dispute Notice").

If the dispute is not resolved within [number] days after the Dispute Notice, either Party may refer it to mediation administered by [mediation institution] in [city], before commencing arbitration or litigation, and the Parties shall share equally the mediator's fees.

If the dispute is not resolved by mediation within [number] days after the commencement of mediation, it shall be finally settled by arbitration under the rules of [arbitration institution] by [one/three] arbitrator(s) appointed in accordance with such rules. The seat of arbitration shall be [city, jurisdiction], and the language shall be English. The award shall be final and binding, and judgment on it may be entered in any court of competent jurisdiction.

The arbitral tribunal may award the prevailing Party its reasonable legal fees, expert fees, and costs of the proceedings.

Notwithstanding the foregoing, Party A may at any time seek injunctive, interim, or other equitable relief, or bring proceedings for the collection of undisputed amounts, before any court of competent jurisdiction, including the courts of [jurisdiction], to which the Parties submit irrevocably.

Each Party shall continue to perform its obligations under this Agreement pending resolution of any dispute, and the arbitration proceedings and award shall be confidential, subject to Section 12.

All notices under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, or by email with confirmation, to the addresses set out in the signature page (or any substitute address notified in writing). Notices shall be deemed received upon delivery if by hand or courier, and on the next business day after transmission if by email without a delivery failure message.

This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior negotiations, understandings, representations, and agreements, whether written or oral, relating thereto.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver thereof.

Party B shall not assign, transfer, delegate, or encumber this Agreement or any of its rights or obligations without the prior written consent of Party A. Party A may assign or transfer this Agreement, in whole or in part, to any Affiliate or to any successor to all or substantially all of its relevant business or assets upon written notice to Party B.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Except as expressly provided herein, no person other than the Parties and their permitted successors and assigns shall have any right to enforce any term of this Agreement.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. Each Party shall execute such further documents and take such further actions as may be reasonably required to give effect to this Agreement.

This Agreement may be executed in any number of counterparts, including by electronic signature or electronic exchange of signed copies, each of which shall be deemed an original and all of which together shall constitute one instrument.