Business Commitments Form

BUSINESS COMMITMENTS FORM

This Business Commitments Form (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client is engaged in the business of and desires to procure certain services from Service Provider;

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and is willing to provide such services under the terms set forth below;

WHEREAS, the parties desire to set forth their respective commitments, deliverables, schedules, payment terms, and confidentiality obligations in a written Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliver the items described below in accordance with the standards of care customary in the industry. Detailed scope, tasks, milestones, and acceptance criteria are set forth as follows.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables as set forth below. Fees are exclusive of applicable taxes unless otherwise indicated.

If any undisputed payment is not received within days after the due date, Client shall pay interest at the rate of on the outstanding amount until paid in full.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and remains in effect until the End Date or until earlier terminated in accordance with this section.

Commencement (Start Date):     Expiration (End Date):

Either party may terminate this Agreement for convenience upon providing the other party written notice in accordance with the notice period above. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performing obligations under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as 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 available to the public through no wrongful act of the receiving party; (ii) was known to the receiving party prior to disclosure without breach of an obligation of confidentiality; (iii) becomes available to the receiving party from a third party not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or request, receiving party shall return or destroy Confidential Information as instructed by disclosing party, except to the extent retention is required by law or for archive purposes.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision will be effective unless in writing and signed by the waiving party.

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