Business Commitment Package

BUSINESS COMMITMENT PACKAGE

This Business Commitment Package (the Agreement) is entered into as of by and between Client Name: (Client) and Service Provider: (Provider). This Agreement memorializes the commitments, deliverables, payment obligations, confidentiality obligations and other material terms under which Provider will perform services for Client.

RECITALS

WHEREAS, Client seeks to retain Provider to perform the services and deliverables described herein for the project identified as ; and

WHEREAS, Provider represents that it has the expertise, personnel and capacity to provide the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms of their commitments, including scope, payment terms, confidentiality, term and governing law, in this written Agreement.

SCOPE OF WORK

DELIVERABLES & SCHEDULE

PAYMENT TERMS

Total Commitment Amount: $

Payments are due within days of invoice. Late payments shall accrue interest at % per month (or the maximum permitted by law), compounded monthly, plus all costs of collection, including reasonable attorney fees.

Accepted payment methods:

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, nor does it relieve Provider of confidentiality and IP obligations that survive termination.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" includes business plans, financial information, trade secrets, technical data, customer lists, pricing and other non-public information. The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall take at least the same degree of care to protect such Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is received from a third party without restriction and without breach of an obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy all Confidential Information and certify destruction upon request.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables delivered under this Agreement for Client's internal business purposes. Provider retains ownership of any pre-existing materials, tools, methodologies and intellectual property developed outside the scope of this Agreement. Any custom work-for-hire or assignment of intellectual property rights must be expressly documented and compensated.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from any third-party claims arising out of its negligence, willful misconduct, or material breach of this Agreement. Except for a party's indemnification obligations, neither party shall be liable for special, incidental, consequential, punitive or lost profit damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement during 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 conflict of laws principles. Venue for any dispute arising under this Agreement shall be in the state or federal courts located within that state.

NOTICES

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Neither party may assign or delegate 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 connection with a sale of all or substantially all of its assets or equity.

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