Business Adhesion Bulletin

BUSINESS ADHESION BULLETIN

Parties

Recitals

WHEREAS, the parties identified above have entered into commercial dealings under a standard, non-negotiable set of terms and conditions presented by the Provider (the "Adhesion Terms") as of Effective Date: ; and

WHEREAS, the Provider requires that certain routine commercial engagements follow a uniform bulletin of standardized terms to ensure operational consistency, and the Client acknowledges receipt of the business adhesion terms and the non-negotiable nature of those terms.

WHEREAS, the parties desire to set forth in writing, for the avoidance of doubt, the scope, compensation mechanics, confidentiality obligations and other material terms governing the Engagement described below.

Scope of Work

The Provider shall perform the services and deliverables described below. The Scope of Work is non-negotiable unless a written amendment is executed by both parties.

Payment Terms

Total Compensation (exclusive of taxes):

Late Payment Fee: If any payment is not received within days after the invoice due date, interest shall accrue at the rate of , compounded monthly, and the Provider may suspend performance until overdue amounts are paid.

Taxes: Each party shall be responsible for its own taxes arising from the payments and receipt of compensation hereunder, except as otherwise required by applicable law.

Term and Termination

Term Commencement: This Bulletin shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Bulletin for convenience upon providing the other party with no less than days' prior written notice.

Termination for Cause: Either party may immediately terminate this Bulletin upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party"). Confidential information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is rightfully received 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 may disclose Confidential Information to the extent required by law or valid legal process provided it gives the Disclosing Party prompt written notice and cooperates in any effort to obtain protective treatment. Upon termination or expiration of this Bulletin, the Receiving Party shall return or certify destruction of Confidential Information as requested by the Disclosing Party.

Liability; Indemnity; Insurance

Limitation of Liability: Except for each party's indemnification obligations or willful misconduct, neither party shall be liable to the other for special, incidental, consequential or punitive damages arising out of or relating to this Bulletin, and aggregate liability shall not exceed the total compensation actually paid under this Bulletin in the twelve (12) months preceding the event giving rise to the claim.

Indemnity: Each party shall indemnify and hold harmless the other party from any third-party claim arising from that party's gross negligence, willful misconduct, or breach of its representations or covenants under this Bulletin.

Governing Law; Dispute Resolution

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

Dispute Resolution: The parties shall first attempt to resolve any dispute arising under this Bulletin by good faith negotiation. If the dispute is not resolved within thirty (30) days, the parties may pursue any relief available at law or in equity in the courts of the governing state.

Entire Agreement; Amendment

Entire Agreement: This Bulletin, together with any referenced schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written communications, proposals and agreements. Any inconsistent standard terms proposed by the Client are expressly rejected.

Amendment: No amendment or modification to this Bulletin shall be effective unless it is in writing and signed by authorized representatives of both parties.

Acknowledgement of Adhesion Terms

The Client acknowledges that the Provider's Adhesion Terms are presented on a take-it-or-leave-it basis, are standard for the Provider's operations, and that the Client has had the opportunity to review the terms. The Client further acknowledges that the parties' negotiated rights are limited and that any deviations from these terms must be agreed to in writing by the Provider.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its obligations under this Bulletin without the prior written consent of the other party, except that the Provider may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Bulletin is determined to be invalid or unenforceable, such determination will not affect the other provisions, which will remain in full force and effect to the fullest extent permitted by law.

Notices: All notices required or permitted under this Bulletin shall be in writing and delivered to the addresses set forth in the Parties section.

Certifications

By signing below, each signatory certifies that they are duly authorized to execute this Bulletin on behalf of the party they represent, that they have read and understood the Adhesion Terms included in this Bulletin, and that they accept the obligations and remedies set forth herein.

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