Business Action Template

BUSINESS ACTION TEMPLATE

This Business Action Template (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client requires certain business actions, projects, or services described herein and has engaged Provider to perform such services under the terms set forth in this Agreement; and

WHEREAS, Provider represents that it has the skill, personnel, and capacity to perform the services described in this Agreement in a professional manner in accordance with customary industry standards; and

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality obligations and other terms governing the performance of the services.

SCOPE OF WORK

Provider shall perform the following services and deliverables for Client. Provider will use commercially reasonable efforts to meet agreed milestones and deliverables and will comply with all specifications set forth below.

PAYMENT TERMS

Client shall pay Provider the fees specified below in consideration for Provider's performance of the Scope of Work. All payments are due in United States dollars unless otherwise agreed in writing.

Unless otherwise stated in writing, Client is responsible for all reasonable and documented out-of-pocket expenses incurred by Provider in performing the services. Provider shall provide itemized invoices documenting fees and reimbursable expenses.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing the other party the number of days' written notice set forth above. Either party may immediately terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination for cause does not relieve the breaching party of liability for damages arising from the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party; (b) is already known to the Receiving Party without an obligation of confidentiality; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted by this Agreement; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) take reasonable measures to protect the confidentiality of the Confidential Information no less than those taken to protect its own confidential information of a similar nature.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or a merger. Any purported assignment in violation of this provision will be void.

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect to the maximum extent permitted by law.

Waiver: No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of that right.

NOTICES

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as a party designates by notice in accordance with this section.

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