Business Acceptance Terms

BUSINESS ACCEPTANCE TERMS

This Business Acceptance Terms (the "Agreement") is entered into as of Effective Date: between Company Name: and Provider Name: .

WHEREAS

WHEREAS, Company requires certain goods, services, deliverables and acceptance testing as described below; and

WHEREAS, Provider has the skill, experience and resources to provide the services and deliverables meeting the acceptance criteria set forth in this Agreement; and

WHEREAS, the parties desire to establish the terms and conditions under which Provider will perform and Company will accept and pay for the work.

SCOPE OF WORK

ACCEPTANCE CRITERIA AND DELIVERY

Provider shall deliver the deliverables in accordance with the milestones and delivery schedule set forth in the Scope of Work. Company will have Acceptance Testing Period of calendar days following delivery to inspect and either accept or provide written rejection specifying deficiencies. If Company does not provide written rejection within the Acceptance Testing Period, the deliverable will be deemed accepted.

PAYMENT TERMS

Invoices shall be submitted in writing and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the rate of % per month or the maximum rate permitted by law, whichever is lower. Provider reserves the right to suspend performance for unpaid amounts following ten (10) days' written notice.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately upon written notice for material breach if such breach remains uncured for thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"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. Each party shall: (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees, contractors and agents who need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is: (i) rightfully in the public domain through no fault of the receiving party; (ii) rightfully obtained from a third party without breach of an obligation of confidentiality; or (iii) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or request, the receiving party shall promptly return or destroy Confidential Information and certify in writing that such return or destruction has been completed. Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property, neither party will be liable to the other for special, incidental, consequential or punitive damages. Each party's aggregate liability for direct damages arising out of or related to this Agreement will not exceed the total fees paid or payable by Company to Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in accordance with the parties' agreement to arbitrate.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and any written attachments expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions, proposals and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement must be in writing and delivered to the addresses provided by the parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets, provided that the assignee accepts all obligations hereunder.

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