Business Comeback Letter

BUSINESS COMEBACK LETTER

This Business Comeback Letter (the Letter) is made effective as of between:

RECITALS

WHEREAS, Provider previously provided goods and/or services to Client under prior arrangements and seeks to resume a commercial relationship under the terms set forth in this Letter;

WHEREAS, Client has expressed conditional willingness to re-engage Provider subject to reinstatement terms, payment of specified amounts, and execution of this Letter; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and termination provisions that will govern the reinstated relationship.

SCOPE OF WORK

Provider will perform the services and deliverables described below in accordance with the terms of this Letter. The parties expressly agree that the description below defines the initial work to be performed upon reinstatement; subsequent changes shall require written amendment signed by both parties.

PAYMENT TERMS

Client agrees to pay Provider the sums required to satisfy any outstanding obligations and to fund the initial reinstatement work. Payment shall be made in accordance with the schedule set forth below.

Late payments shall accrue a late fee and interest as set forth below.

If any payment remains unpaid beyond five (5) business days after the due date, Provider may suspend performance until past due amounts and accrued late fees are paid in full. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees and expenses, to the extent permitted by law.

TERM AND TERMINATION

The reinstated relationship described in this Letter will commence on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Letter for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination for convenience may be exercised by either party upon the notice period provided, subject to payment for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

During the term of this Letter and for a period of thereafter, each party shall hold in confidence and not disclose any Confidential Information of the other party except as expressly permitted in writing. "Confidential Information" means non-public business, technical or financial information disclosed by a party to the other party in connection with the reinstated relationship, excluding information that: (a) is or becomes generally available to the public other than through a breach of this obligation; (b) becomes available to the receiving party on a non-confidential basis from a third party entitled to disclose it; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each party may disclose Confidential Information to its employees, contractors, advisors or affiliates who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. A receiving party may also disclose Confidential Information to the extent required by law, provided it gives prompt written notice to the disclosing party and cooperates in any reasonable effort to obtain confidential treatment.

GOVERNING LAW AND DISPUTE RESOLUTION

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree to seek in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by the state or federal courts located in the county where Provider maintains its principal place of business, and each party consents to personal jurisdiction and venue in such courts.

ENTIRE AGREEMENT

This Letter, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements, representations, and understandings, whether written or oral. Any amendment or modification to this Letter must be in writing and signed by both parties.

REPRESENTATIONS AND ACKNOWLEDGMENT

Each party represents and warrants that it has full corporate or other organizational power and authority to execute and deliver this Letter and to perform its obligations hereunder. The parties acknowledge that this Letter is intended to memorialize the terms of reinstatement and that all monetary and performance obligations set forth are binding upon execution.

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