Business ATR Document

Business ATR Document

Parties

Effective Date: — This Business ATR Document (the "Agreement") is entered into by the parties named above and sets forth the terms under which the Service Provider will perform the services described below for the Client.

Recitals

WHEREAS, the Client requires certain business, technical or administrative services and seeks to authorize the Service Provider to render those services in accordance with the terms and conditions set forth herein; and

WHEREAS, the Service Provider represents that it has the necessary experience, qualifications and personnel to perform the services described in this Agreement and is willing to perform such services for the Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations regarding the performance, compensation and confidentiality of the services to be performed.

Scope of Work

The Service Provider shall perform the services and deliverables described below. The description below is intended to define the core scope; changes to scope will be governed by the Change Order procedure set out in this Agreement.

Payment Terms

The Client shall pay the Service Provider for the services performed in accordance with the fees and schedule set forth below. All amounts refer to United States dollars unless otherwise stated.

Invoices will be issued in accordance with the Payment Schedule and are due within days of invoice receipt unless otherwise stated in a signed Change Order. Unpaid amounts shall accrue interest at the rate of % per month (or the maximum lawful rate if less). The Client is responsible for any reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date and shall continue until the End Date or until terminated as provided below.

Start Date: . End Date: .

Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches a material obligation under this Agreement and fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days prior written notice; in such event the Client shall pay the Service Provider for all services performed and reasonable costs incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information, whether oral, written or electronic, disclosed by one party to the other that is identified 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 business plans, financial information, trade secrets, customer lists and technical data.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information from unauthorized disclosure using at least reasonable care. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without the use of Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years from the date of termination, except that trade secrets shall remain protected for as long as they retain trade-secret status.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the chosen state and each party consents to personal jurisdiction and venue therein.

Miscellaneous

Entire Agreement: This Agreement, including any attachments and executed Change Orders, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, written or oral.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification: The Service Provider shall indemnify and hold harmless the Client from and against any third-party claims arising from the Service Provider's gross negligence or willful misconduct in performing the services. The Client shall indemnify and hold harmless the Service Provider from and against claims arising from the Client's breach of this Agreement or misuse of deliverables.

Limitation of Liability: Except for liability arising from a party's willful misconduct, gross negligence or breach of confidentiality obligations, neither party's aggregate liability to the other for any claim arising out of or related to this Agreement shall exceed the total amounts paid or payable by the Client to the Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Execution

The individuals executing this Agreement represent and warrant that they are authorized to bind the parties to this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or scanned signatures shall be deemed originals for all purposes.

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