Business Activation Letter

BUSINESS ACTIVATION LETTER

This Business Activation Letter (the Letter) is made effective as of by and between the following parties:

Client Name:    Business/DBA:

Service Provider Name:    Business/DBA:

WHEREAS

WHEREAS, Client operates a business engaged in the provision of goods and/or services and desires to have certain business functions or accounts activated, established, or otherwise placed into service (the Activation); and

WHEREAS, Provider represents that it has the capability and authority to perform the Activation services described in this Letter and will perform such services in accordance with the terms set forth below; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality, and other material terms governing the Activation.

SCOPE OF WORK

Provider shall perform the Activation services described below. Provider's obligations shall include performing the tasks with commercially reasonable skill and care, complying with any timelines set forth, coordinating with Client representatives, and delivering required documentation.

PAYMENT TERMS

Client shall pay Provider for the Activation services in accordance with the following terms:

Amount:    Interest Rate after grace period:    Grace Period (days):

TERM AND TERMINATION

This Letter commences on the Start Date and, unless earlier terminated in accordance with this section, shall continue until the End Date or until completion of the Activation, whichever occurs later.

Start Date:    End Date:

Either party may terminate this Letter for material breach by the other party if such breach remains uncured for a period of days after written notice. Additionally, either party may terminate for convenience upon providing days' prior written notice.

CONFIDENTIALITY

For purposes of this Letter, "Confidential Information" means all non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party), whether disclosed orally, in writing, or by inspection, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical data, and implementation details.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take at least the same degree of care to protect it as the Receiving Party uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Letter, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein.

The obligations in this Confidentiality section shall not apply to information that the Receiving Party can demonstrate (i) was already in its lawful possession prior to disclosure, (ii) is or becomes publicly known through no fault of the Receiving Party, (iii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. Upon termination or expiration of this Letter, the Receiving Party shall return or, at the Disclosing Party's direction, destroy Confidential Information and certify in writing that it has done so. These obligations shall survive termination for a period of three (3) years, except with respect to trade secrets, for which obligations shall survive as long as such information qualifies as a trade secret under applicable law.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of the Confidentiality obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, even if advised of the possibility of such damages. Provider's aggregate liability under this Letter shall not exceed the total amounts paid by Client to Provider under this Letter during the six (6) months preceding the claim.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Letter, including any exhibits and agreed statements of work referenced herein, constitutes the entire agreement between the parties with respect to the Activation and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Letter must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices or communications required or permitted under this Letter shall be in writing and delivered to the addresses set forth below or to such other address as either party designates in writing.

ADDITIONAL TERMS

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