Business Application Agreement

BUSINESS APPLICATION AGREEMENT

This Business Application Agreement (the "Agreement") is made and entered into as of by and between Applicant Name: and Provider Name: .

RECITALS

WHEREAS, Applicant seeks to obtain business services, products and/or credit consideration from Provider in connection with Applicant's application for business relationship and related transactions; and

WHEREAS, Provider is willing to evaluate and, if acceptable, provide such services and consideration on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the application, any attachments, and this Agreement together establish the terms of their commercial relationship.

APPLICANT INFORMATION

SCOPE OF WORK

Provider shall perform the services described in Applicant's application and any attachments thereto. The specific duties, deliverables, timelines and acceptance criteria shall be as set forth below and any appendices attached to this Agreement. Provider's obligations are limited to those expressly described in this Section.

PAYMENT TERMS

Applicant agrees to pay Provider the fees and charges set forth below in consideration for the services and deliverables described herein. All amounts are payable in U.S. dollars and exclusive of taxes unless otherwise indicated.

All undisputed invoices are due within days of invoice. Applicant shall be responsible for reasonable collection costs, including attorneys' fees, for unpaid sums.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Applicant of obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party will (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure to employees, agents and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect confidentiality. Confidential Information does not include information that is or becomes generally available to the public without breach of this Agreement, rightfully received from a third party, or independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to first attempt to resolve disputes by good faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration administered in the county specified by the agreeing parties, with the arbitrator applying the substantive law of the governing state.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that (a) it has full corporate or organizational authority to enter into this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized; and (c) the Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

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