Business Baloga Document

BUSINESS BALOGA DOCUMENT

This Business Baloga Document (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Provider is engaged in the business of performing services and delivering deliverables related to Baloga services and proprietary business solutions, including but not limited to software, consulting and business process design (the Services); and

WHEREAS, Client desires to engage Provider to perform the Services described in this Agreement, and Provider is willing to provide such Services on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to allocate responsibilities, payment obligations, confidentiality, and remedies associated with the performance of the Services.

SCOPE OF WORK

Provider shall perform the Services in accordance with the schedule and milestones set forth in the Scope of Work. Provider will use commercially reasonable efforts, qualified personnel, and appropriate resources to deliver Services consistent with professional standards in the industry.

PAYMENT TERMS

Any payment not received by Provider within days after the due date shall accrue interest at a rate of or the maximum rate permitted by law, whichever is less. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect delinquent amounts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Upon termination, Provider shall deliver to Client all work in progress and final deliverables for which Client has paid, and Client shall pay Provider for all completed work and reasonable costs incurred to wind down performance.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public business, technical or financial information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects. Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party, (b) already known by the Receiving Party without obligation of confidentiality, (c) rightfully obtained from a third party without breach of any obligation to the Disclosing Party, or (d) independently developed by the Receiving Party without use of the Confidential Information.

The Receiving Party shall (i) hold the Disclosing Party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose such Confidential Information to any third party except as permitted by this Agreement, and (iii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement. The obligations of confidentiality shall continue for a period of years following termination or expiration of this Agreement, except to the extent otherwise prohibited by law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of Provider's preexisting intellectual property, methodologies, tools, and templates. Client shall own deliverables created specifically for Client under this Agreement upon full payment of all fees due for such deliverables. Provider grants Client a nonexclusive, nontransferable license to use any Provider-owned materials included in the deliverables solely for Client's internal business purposes.

WARRANTY; LIMITATION OF LIABILITY

Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND PROVIDER'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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 conflicts of law principles. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration before a single arbitrator in a commercially reasonable forum, except that either party may seek injunctive relief in a court of competent jurisdiction to protect its Confidential Information or intellectual property.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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