Basic Term Sheet

I. Introduction

In this section, we outline the basic details of the agreement and the parties involved.

1. Purpose: The purpose of this term sheet is to outline the key terms and conditions of the agreement between [Your Company Name] and [Counterparty's Company Name].

2. Parties:

   • [Your Company Name]: A brief overview of your company

   • [Counterparty's Company Name]: A brief overview of the counterparty.

3. Date of Agreement: [Date]

4. Term: The term of the agreement shall commence on [Commencement Date] and continue until terminated as per the terms herein.

II. Key Terms

This section outlines the essential terms of the agreement, providing clarity and setting the foundation for the partnership.

1. Scope of Work:

• Description of the services or products to be provided.

• Deliverables and milestones.

• Acceptance criteria.

2. Payment Terms:

• Payment Schedule: [Details of payment schedule, e.g., upfront payment, milestones, or recurring payments].

• Currency: [Currency for transactions].

• Late Payment: Penalties for late payments.

3. Intellectual Property Rights:

• Ownership: Clarification on ownership of intellectual property created during the project.

• License: Grant of licenses, if any.

4. Confidentiality:

• Confidential Information: Definition of confidential information.

• Non-Disclosure: Obligations regarding the protection of confidential information.

• Term: Duration of confidentiality obligations.

5. Termination:

• Termination Clause: Conditions under which either party can terminate the agreement.

• Notice Period: Notice required for termination.

• Termination Consequences: Effects of termination on payments, intellectual property, etc.

III. Miscellaneous

This section covers additional terms and conditions that may not fit into the previous sections but are crucial for the agreement.

1. Governing Law: The agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

2. Dispute Resolution:

   • Negotiation: Parties shall first attempt to resolve any disputes through good faith negotiations.

   • Mediation/Arbitration: If negotiation fails, disputes shall be resolved through mediation/arbitration in [City, Country].

3. Amendment: The agreement may only be amended in writing and signed by both parties.

4. Entire Agreement: This term sheet, along with any attachments, constitutes the entire agreement between the parties, superseding any prior agreements or understandings.

5. Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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