Business Application and Agreement

BUSINESS APPLICATION AND AGREEMENT

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

APPLICATION — APPLICANT INFORMATION

Sole Proprietor    Corporation    LLC    Partnership    Other:

PROVIDER INFORMATION

RECITALS

WHEREAS, Applicant seeks to procure the services and deliverables described in this Agreement and has submitted the information in this Application for Provider’s evaluation; and

WHEREAS, Provider represents that it has the necessary expertise, personnel, facilities and licenses to provide the services as set forth in the Scope of Work and agrees to provide such services under the terms and conditions of this Agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Any material change to the Scope of Work shall require a written change order signed by both parties.

PAYMENT TERMS

The consideration for the services provided under this Agreement is established as follows. Fees are exclusive of applicable taxes unless otherwise specified.

Invoices are due and payable within days of invoice date. Late payments shall accrue a late fee of on the outstanding balance, plus reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date. Either party may terminate immediately for material breach if such breach remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party agrees that it will hold in strict confidence all confidential and proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination or expiration of this Agreement, each party shall promptly return or certify destruction of the other party's Confidential Information.

MISCELLANEOUS

Representations and Warranties: Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any other agreement or law applicable to such party.

Indemnification: Each party shall indemnify, defend and hold harmless the other party, its officers, directors and employees from and against any third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in the performance of its obligations under this Agreement.

Limitation of Liability: Except for liability arising from a party’s gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for special, incidental, consequential, or punitive damages, whether in contract, tort or otherwise.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement 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 shall attempt in good faith to resolve any dispute arising under or relating to this Agreement by negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be resolved by binding arbitration in the agreed-upon jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties and agreements, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

REFERENCES

Reference 1

Reference 2

Reference 3

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