Business Bundling Form

BUSINESS BUNDLING FORM

Effective Date:

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client conducts business in the sale, distribution, or delivery of its goods and/or services and seeks to combine multiple offerings into a unified bundled program for resale or joint marketing; and

WHEREAS, Service Provider possesses operational capacity, technical capability, or licensing necessary to provide the components described in this Agreement and is willing to supply, integrate, or co-market such components under the terms set forth below; and

WHEREAS, the parties wish to define the scope, payment, term, confidentiality, and allocation of rights and responsibilities applicable to the bundled offering.

Scope of Work

The Service Provider shall deliver the bundled components, perform integration activities, and provide ongoing support as described below. The parties acknowledge that the bundling arrangement may include product, service, integration, support, and marketing activities.

Licensed software or platform integration    Hardware or device supply    Professional services (installation, training)    Ongoing support or maintenance

Payment Terms

Client shall pay Service Provider the fees for the bundled offering in accordance with the schedule below. All fees are payable in U.S. dollars unless otherwise agreed in writing. Taxes, duties, and similar governmental charges are the responsibility of the paying party unless otherwise specified.

Invoices shall be submitted by Service Provider in accordance with the schedule above and shall be paid within the agreed payment period. Disputed amounts must be raised in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable when due.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate for material breach following thirty (30) days' written notice and failure to cure the breach. Termination for insolvency, bankruptcy, or willful misconduct is effective immediately upon written notice.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary, or commercially sensitive information disclosed by the other party (the "Disclosing Party") in connection with the bundling arrangement. Confidential information includes pricing, customer lists, technical specifications, trade secrets, and implementation details. Confidential information does not include information that is or becomes publicly available without breach, or is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party shall use confidential information solely for performance under this Agreement and shall restrict access to employees and contractors with a need to know, each of whom shall be bound by confidentiality obligations no less protective than those in this Agreement. Upon termination or request, the Receiving Party shall return or destroy confidential materials as directed in writing by the Disclosing Party.

Intellectual Property and Data

Each party retains ownership of intellectual property owned or developed independently of this Agreement. New intellectual property created jointly in the performance of the bundled offering shall be owned as agreed in writing; absent agreement, ownership shall be allocated proportionally to each party's contribution. Service Provider grants Client a non-exclusive, non-transferable license to any necessary software or deliverables solely for Client's internal use as set forth in the Scope of Work.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its representations and warranties. Neither party shall be liable for consequential, incidental, or punitive damages except to the extent arising from willful misconduct or gross negligence. Aggregate liability for direct damages shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

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. Venue for any dispute shall be in the state or federal courts located within the same state unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, including any attachments, exhibits, and statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals, and understandings, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set out above or to such other address as a party may designate by written notice. Notice is effective upon receipt.

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