Business Acceptance Protocol

BUSINESS ACCEPTANCE PROTOCOL

This Business Acceptance Protocol (the Protocol) is entered into as of Date: by and between Provider Name: with primary address: and Recipient Name: with primary address:

WHEREAS

WHEREAS, Provider has developed or will provide the goods, services, deliverables and acceptance documentation described herein (the Services) to Recipient pursuant to the terms of this Protocol and any underlying agreement between the parties; and

WHEREAS, Recipient requires objective acceptance criteria, a formal acceptance procedure, and defined payment milestones to confirm Provider's satisfactory completion of the Services; and

WHEREAS, the parties intend this Protocol to set forth the acceptance process, testing, remedial obligations, and the allocation of risk associated with acceptance and final delivery.

SCOPE OF WORK

Deliverables shall include, at minimum, the items, documentation and performance measures listed below. Any deviation from the described deliverables must be documented in writing and signed by authorized representatives of both parties prior to acceptance testing.

Functionality per specification and feature matrix
Performance within agreed thresholds (response time, throughput)
Complete technical and user documentation provided
Security and compliance tests passed

PAYMENT TERMS

Amount payable for the Services: $ (USD). Payment shall be conditioned upon acceptance as set forth in this Protocol.

Invoicing: Provider shall submit invoices to Recipient upon completion of each payment milestone. Recipient shall pay each undisputed invoice within days of receipt.

Late Fee: Any undisputed amount not paid within the foregoing period shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Recipient shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to recover late payments.

TERM AND TERMINATION

Term Commencement Date: . Termination Date or Completion Date: .

Either party may terminate this Protocol for material breach by the other party that is not cured within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Recipient of the obligation to pay for Services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, and financial information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall: (i) use Confidential Information solely to perform obligations under this Protocol; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall survive termination or expiration of this Protocol for a period of years, except with respect to trade secrets, where protections shall continue for so long as such information remains a trade secret under applicable law.

ACCEPTANCE PROCEDURE

If deliverables fail to meet the agreed acceptance criteria, Provider shall, at its expense, remedy defects and re-submit the deliverables for re-testing within a commercially reasonable period. Repeated failures shall entitle Recipient to withhold the corresponding milestone payment until acceptance or to pursue remedies for breach under this Protocol or applicable agreement.

GOVERNING LAW

This Protocol shall be governed by and construed in accordance with the laws of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising out of this Protocol, subject to any mandatory arbitration provisions in any underlying agreement.

ENTIRE AGREEMENT

This Protocol, together with any referenced schedules, attachments and the underlying agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral. Any modification to this Protocol must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be deemed given when delivered by hand, when sent by confirmed electronic transmission, or three (3) business days after deposit with a nationally recognized overnight courier with tracking.

MISCELLANEOUS

The parties represent and warrant that they each have full power and authority to enter into this Protocol and to perform their obligations hereunder. Neither party shall assign its rights or delegate its duties under this Protocol without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of substantially all the business to which this Protocol relates.

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