Business Baiting System Agreement

BUSINESS BAITING SYSTEM AGREEMENT

This Business Baiting System Agreement (the "Agreement") is entered into as of between ("Provider") and ("Client").

WHEREAS

WHEREAS, Provider has developed and operates a proprietary Business Baiting System consisting of software, procedural templates, training materials and associated services designed to attract, capture and convert prospective customers for Client (the "System");

WHEREAS, Client desires to engage Provider to deploy and operate the System for Client's business under the terms and conditions set forth herein, and Provider is willing to provide such services subject to the terms of this Agreement.

SCOPE OF WORK

Provider will deliver and perform the components of the System described below. Provider's obligations consist of services, deliverables and operational duties as reasonably necessary to implement and operate the System for Client during the Term. Material changes to the Scope of Work require a written amendment signed by both parties.

PAYMENT TERMS

As full consideration for Provider's performance under this Agreement, Client shall pay Provider in accordance with the following payment terms. All amounts are in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount due under this Agreement is not paid within days after the due date, Client shall pay interest on the overdue amount at a rate of or the highest rate permitted by applicable law, whichever is lower, together with all collection costs and reasonable attorneys' fees incurred by Provider in collecting such amounts.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above after receipt of written notice. Provider may also suspend services immediately if Client fails to pay undisputed amounts when due, provided Provider gives written notice of suspension and a ten (10) day opportunity to cure unpaid amounts.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in any 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 trade secrets, customer lists, pricing, business strategies, technical data and System components.

Each party agrees (i) not to use Confidential Information of the other party except to perform its obligations under this Agreement, (ii) to protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care, and (iii) not to disclose Confidential Information to any third party except as required for performance, with a duty to ensure such third party is bound by confidentiality obligations no less protective than those herein. The obligations in this section survive termination for a period of unless disclosure constitutes a trade secret, in which case obligations survive as long as the information remains a trade secret under applicable law.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the System, including all software, methodologies, templates, enhancements and related intellectual property developed or used by Provider in connection with the System ("Provider IP"). Client is granted a non-exclusive, non-transferable, limited license to use Provider IP solely for Client's internal business purposes during the Term, subject to Client's payment of all fees. Client retains ownership of its pre-existing materials and any data it supplies to Provider ("Client Data"). Provider may collect anonymized, aggregated performance metrics for Provider's business purposes provided such data does not identify Client or its customers.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice).

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

SIGNATURES

Sign Now