Business ABA Document

BUSINESS ABA DOCUMENT

Parties and Effective Date

This Business ABA Document (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing consultancy, advisory, and implementation services related to business administration and analytics (collectively, the "Services"); and

WHEREAS, Client desires to engage Service Provider to perform certain Services and Service Provider agrees to perform such Services upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Services, fees and obligations described herein be governed by a written contract setting forth the respective rights and obligations of the parties.

Scope of Work

Service Provider shall perform the Services described above in a professional manner consistent with industry standards. Any change to the Scope of Work that materially alters fees or schedule shall require a written amendment signed by both parties.

Payment Terms

Invoices for Services rendered shall be submitted to Client in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt of invoice. All payments shall be made in lawful U.S. currency to the account designated by Service Provider.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month (or the maximum lawful rate, if lower) or (b) USD late fee, at Service Provider's election. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: The term of this Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon days' written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is lawfully received from a third party without obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who need access to perform this Agreement and who are bound by confidentiality obligations no less restrictive than those herein.

Compelled Disclosure: If a receiving party is legally compelled to disclose Confidential Information, it shall provide prompt written notice to the disclosing party (unless prohibited) and cooperate reasonably to seek a protective order or other appropriate remedy.

Representations; Warranties; Indemnity

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct in connection with this Agreement; provided, however, that each party's total liability for any claim arising out of or related to this Agreement shall not exceed the fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the parties are unable to resolve the dispute within 30 days, either party may pursue any remedy available at law or in equity in the appropriate court located in the county of the governing state.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing, and shall be deemed given when delivered personally, when sent by certified mail (return receipt requested), or when delivered by overnight courier.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that a party may assign this Agreement without consent to an acquirer of substantially all of its assets or to a successor by merger.

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