Business ADT Document

BUSINESS ADT DOCUMENT

This Business ADT Document (the Agreement) is made and entered into on this date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Client seeks to engage the Service Provider to perform certain services related to advanced data transfer, systems integration, testing and delivery procedures described herein (the Services); and

WHEREAS, Service Provider has represented that it possesses the expertise, personnel and resources necessary to perform the Services in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to the Services and the exchange, protection and management of related data and deliverables.

Scope of Work

Service Provider shall perform the Services described below in accordance with the schedules, milestones and acceptance criteria set forth in this Agreement. The Services shall include, without limitation, design, configuration, secure automated data transfer (ADT) implementation, testing, documentation and knowledge transfer to Client personnel.

Payment Terms

Client shall pay Service Provider for performance of the Services in accordance with the following payment structure.

Deposit upon execution (amount or % to be specified below)

Milestone payments tied to deliverables

Payable upon invoice (Net)

If any undisputed amount is not received by Service Provider within days of invoice, Client shall pay interest at the rate of percent per month on the outstanding amount, or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon prior written notice to the other party of days.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) whether in oral, written or electronic form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical specifications, system configurations, data schemas, security processes and business information.

Recipient shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as Recipient uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose it to any third party except to Recipient's employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to perform obligations or exercise rights under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no act or omission of Recipient; (ii) was rightfully known by Recipient prior to disclosure as evidenced by written records; (iii) was lawfully disclosed to Recipient by a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient shall promptly return or destroy all Confidential Information and certify in writing such return or destruction.

Liability and Indemnification

Each party shall indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement. Except for breaches of confidentiality or indemnity obligations or for liability resulting from gross negligence or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

Entire Agreement; Amendment

This Agreement, including all schedules and exhibits attached hereto and any statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. If any provision is found to be unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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