Cross-Entity Agreement

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I. Introduction

This Cross-Entity Agreement (“Agreement”) is made and entered into as of December 17, 2024, by and between:

1. [Your Company Name], a corporation organized and existing under the laws of New York, with its principal office located at [Your Company Address]; and

2. SynoVita, a corporation organized and existing under the laws of New York, with its principal office located at Buffalo, NY 14201.

This Agreement establishes the terms and conditions under which the parties will engage in shared business activities, services, and collaborative operations to achieve mutual business objectives.

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II. Purpose and Scope

A. Purpose

The purpose of this Agreement is to formalize the framework for cooperation between [Your Company Name] and SynoVita, enabling the efficient exchange of resources, expertise, and support to enhance both entities' operational effectiveness.

B. Scope

1. Shared Operations: Coordination of administrative, operational, and technical support between the entities.

2. Resource Allocation: Agreement on the exchange of materials, equipment, and personnel to fulfill specific business objectives.

3. Service Provisions: Delivery of mutually agreed services, including but not limited to financial management, marketing, and strategic planning.

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III. Roles and Responsibilities

A. Responsibilities of [Your Company Name]

1. Service Delivery: Provide high-quality administrative, operational, and advisory services as requested by SynoVita.

2. Resource Support: Ensure timely provision of agreed-upon resources, including personnel, materials, and technology.

3. Compliance: Comply with all applicable laws, regulations, and industry standards.

B. Responsibilities of SynoVita

1. Payment for Services: Timely payment of all invoices as outlined in this Agreement.

2. Operational Support: Provide necessary access to personnel, facilities, and data to facilitate services rendered by [Your Company Name].

3. Regulatory Compliance: Ensure adherence to all relevant regulations applicable to its operations.

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IV. Financial Terms

A. Payment Terms

1. Invoicing: [Your Company Name] will issue monthly invoices detailing the services provided and associated costs.

2. Payment Schedule: Payments are due within 30 days of receipt of the invoice. Late payments will incur an interest charge of 1.5% per month or the maximum rate permitted by law.

B. Cost Allocation

1. Shared Costs: Any shared operational costs will be allocated proportionally based on usage or pre-agreed ratios.

2. Adjustments: Annual reviews will be conducted to adjust cost-sharing mechanisms to reflect operational realities.

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V. Confidentiality

A. Definition of Confidential Information

“Confidential Information” includes, but is not limited to, proprietary data, trade secrets, business plans, financial reports, and other non-public information disclosed under this Agreement.

B. Obligations

Both parties agree to protect the Confidential Information of the other and refrain from using it for purposes outside the scope of this Agreement.

C. Duration

The confidentiality obligations will remain in effect for 5 years following the termination or expiration of this Agreement.

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VI. Term and Termination

A. Term

This Agreement will commence on the effective date and continue for a period of 3 years, unless terminated earlier as provided herein.

B. Termination

1. For Convenience: Either party may terminate this Agreement upon 60 days’ prior written notice.

2. For Cause: Immediate termination is permissible in the event of a material breach that is not remedied within 30 days of written notice.

C. Effects of Termination

Upon termination, both parties shall settle any outstanding obligations and return or destroy any confidential information received under this Agreement.

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VII. Dispute Resolution

In the event of a dispute arising out of this Agreement, the parties agree to first attempt resolution through good-faith negotiations. If unresolved, the dispute will be submitted to binding arbitration in New York, under the rules of the American Arbitration Association.

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VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of laws principles.

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IX. Miscellaneous

A. Force Majeure

Neither party shall be liable for delays or non-performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, labor strikes, or governmental actions.

B. Amendments

This Agreement may only be amended by a written document signed by authorized representatives of both parties.

C. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral.

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X. Signatures

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Executive Officer
Date: December 17, 2024

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For SynoVita:

Name: Duane Wiza
Job Title: Managing Director
Date: December 17, 2024

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This Cross-Entity Agreement formalizes the shared objectives, responsibilities, and legal understanding between [Your Company Name] and SynoVita, fostering a collaborative business relationship.

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