Business Commitment & Exhibits

Business Commitment & Exhibits

Parties and Effective Date

This Business Commitment & Exhibits (the Commitment) is entered into as of (Effective Date) by and between the parties identified above. The parties hereby agree as follows.

WHEREAS

WHEREAS, Client desires to retain Provider to perform the services and deliverables described in this Commitment and any attached Exhibits in accordance with the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and capability to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties intend for this Commitment and its Exhibits to constitute the complete and binding agreement between them concerning the subject matter herein.

Scope of Work

Provider shall perform the services described below and in any Exhibits attached to this Commitment. Services shall include, without limitation, the duties, milestones, deliverables, and acceptance criteria specified in Exhibit A and any supplementary documents incorporated by reference.

Payment Terms

Client agrees to pay Provider the fees set forth below in consideration for the services rendered under this Commitment. All fees are exclusive of taxes unless otherwise stated.

Payments are due within days of invoice date. Late payments shall accrue interest as set forth below.

In addition to late fees, Client shall be responsible for reasonable costs of collection, including attorneys' fees, if payment is not made when due.

Term and Termination

This Commitment shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Commitment for convenience upon providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for material breach if such breach is not cured 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 through the effective date of termination.

Confidentiality

For purposes of this Commitment, Confidential Information means any non-public information disclosed by one party to the other 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. Each party shall:

(a) use Confidential Information solely for the performance of its obligations under this Commitment; (b) restrict disclosure of Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. A party may disclose Confidential Information if required by law, provided the disclosing party gives prompt notice and cooperates in any lawful effort to limit disclosure.

Representations; Warranties; Limitation

Each party represents and warrants that it has the authority to enter into this Commitment. Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS COMMITMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Except for liability arising from gross negligence or willful misconduct, in no event shall either party be liable for indirect, incidental, special, or consequential damages. The aggregate liability of Provider for claims arising out of or relating to this Commitment shall not exceed the total fees paid by Client to Provider under this Commitment during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Commitment shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of laws principles. Any dispute arising out of or relating to this Commitment shall be resolved by binding arbitration administered in the governing state unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Commitment, together with all Exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment to this Commitment must be in writing and signed by authorized representatives of both parties.

Exhibits

The following Exhibits are attached and incorporated into this Commitment. Check to confirm inclusion and provide a brief description of each Exhibit's contents.

Exhibit A — Statement of Work

Exhibit B — Fee Schedule & Payment Milestones

Exhibit C — Additional Terms / Special Requirements

Execution

The individuals signing below represent and warrant that they are authorized to execute this Commitment on behalf of their respective parties.

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