Business Attachment Agreement

BUSINESS ATTACHMENT AGREEMENT

Parties

This Business Attachment Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Attaching Party is engaged in the business of providing certain goods, services, equipment, or digital attachments described below and wishes to attach or provide such items to the Receiving Party under the terms of this Agreement;

WHEREAS, Receiving Party desires to receive, host, integrate or otherwise accept the described attachments for business use in accordance with the scope and limitations set forth herein;

WHEREAS, the parties intend that this Agreement govern the rights, obligations, payment, confidentiality and termination of the attachment relationship.

Scope of Attachment

The Attaching Party will supply, install, attach or deliver the following items, materials, services or deliverables to Receiving Party. The description below constitutes the operative specification for the attachment, including deliverables, milestones and acceptance criteria.

Attachments and Materials

The following attachments, if any, are incorporated into this Agreement (check applicable items and describe as necessary):

Specification Sheet

Installation Guide

Service Schedule / Maintenance Plan

Payment Terms

Receiving Party shall pay Attaching Party the amounts set forth below in consideration for the attachment services and deliverables. All amounts are due in U.S. Dollars unless otherwise agreed in writing.

Any payment not received within days of the invoice due date shall accrue a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is less. Receiving Party shall reimburse Attaching Party for reasonable collection expenses, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon days written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Receiving Party shall promptly pay Attaching Party for work performed and attachments delivered and shall return or, at Attaching Party's direction, securely destroy any Confidential Information as provided below.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or which, by its nature, should reasonably be understood to be confidential. Confidential Information includes technical data, business plans, pricing, trade secrets, customer lists, and any attachments, drawings, or specifications provided by Attaching Party.

The receiving party shall: (a) hold Confidential Information in confidence with at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to third parties except to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing its obligations under this Agreement. Disclosure compelled by law is permitted only after prompt notice to the disclosing party and, where feasible, an opportunity to seek protective relief.

The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain confidential for as long as they qualify as trade secrets under applicable law.

Warranties; Indemnification; Limitation of Liability

Attaching Party warrants that attachments and services will materially conform to the Scope of Attachment for a period of ninety (90) days after acceptance. EXCEPT FOR THE FOREGOING WARRANTY, ATTACHING PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party from claims arising out of the indemnifying party's gross negligence or willful misconduct, breach of confidentiality, or its violation of applicable law in connection with this Agreement.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RECEIVING PARTY TO ATTACHING PARTY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes amicably. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the chosen jurisdiction unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, together with any attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior understandings and agreements, whether written or oral. No amendment, modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices must be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon personal delivery, or, if sent by certified mail or nationally recognized overnight courier, upon receipt.

Counterparts and Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be deemed original signatures for all purposes.

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