Business Commitment Agreement

BUSINESS COMMITMENT AGREEMENT

This Business Commitment Agreement (the Agreement) is entered into as of between , located at (First Party), and , located at (Second Party). Each of First Party and Second Party may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, First Party is engaged in the business of providing goods and services as described herein and has requested that Second Party provide certain commitments and services under the terms set forth in this Agreement;

WHEREAS, Second Party represents that it has the experience, personnel, and resources necessary to perform the commitments and obligations described in this Agreement and is willing to undertake such obligations in accordance with the terms, schedules, and payment arrangements set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

SCOPE OF WORK

The Parties agree that the Scope of Work constitutes the primary obligations of Second Party. Second Party shall perform the services described above in a professional manner consistent with industry standards and shall provide periodic reports and reasonable access to records upon request by First Party.

PAYMENT TERMS

If any payment due hereunder is not received by the receiving Party within days after the due date, the delinquent amount shall incur a late fee equal to and interest at the lesser of (a) the maximum rate permitted by applicable law, or (b) compounded monthly, from the due date until paid in full. The imposition of any late fee or interest shall not preclude the non-breaching Party from exercising any other rights or remedies under this Agreement or applicable law.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section. Either Party may terminate this Agreement for convenience upon written notice delivered to the other Party at least days prior to the effective termination date.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve a Party of obligations accrued prior to the effective date of termination, including payment obligations and duties related to confidentiality and indemnification.

CONFIDENTIALITY

Each Party acknowledges that, in the course of performance, it may receive or have access to confidential or proprietary information of the other Party ("Confidential Information"). Confidential Information shall include non-public business information, technical data, trade secrets, financial information, customer lists, marketing plans, and other information that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each Party agrees to: (a) hold Confidential Information in confidence and use it only as necessary to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information shall not include information that is or becomes public other than through a breach of this Agreement, is already known by the receiving Party without an obligation of confidentiality, or is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

GOVERNING LAW AND 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. The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the Parties are unable to resolve the dispute within thirty (30) days, either Party may pursue any available legal or equitable remedies in the courts of competent jurisdiction in the chosen governing state.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits, attachments, or statements of work expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals, and communications, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assigning Party provides prompt notice to the other Party and remains liable for its obligations hereunder.

Indemnification: Each Party (the Indemnifying Party) shall indemnify, defend, and hold harmless the other Party (the Indemnified Party) from and against any losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct, or gross negligence.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice to the other Party. Notices may be delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier.

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