Business Companion Document

BUSINESS COMPANION DOCUMENT

RECITALS

This Business Companion Document (the "Document") is entered into as of Effective Date: by and between Company Name: and Companion Provider Name: .

WHEREAS, the parties are parties to a primary agreement titled Primary Agreement Title: dated Primary Agreement Date: (the "Primary Agreement"); and

WHEREAS, the parties desire to set forth supplemental terms, deliverables, and administrative provisions that will operate in conjunction with the Primary Agreement and govern certain companion services to be provided by Companion Provider to Company.

SCOPE OF WORK

Companion Provider shall perform the companion services, tasks, and deliverables described below. All work shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Company shall pay Companion Provider as set forth below. All payments are subject to the invoicing and dispute provisions herein. Payment obligations under this Document are independent of any claims or setoffs under the Primary Agreement unless otherwise agreed in writing.

Invoices shall be submitted by Companion Provider to Company at the intervals set forth in the Payment Schedule. Unless disputed in good faith within ten (10) business days of receipt, invoices shall be deemed accepted and payable in accordance with the Payment Schedule.

TERM AND TERMINATION

Term. This Document shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience. Either party may terminate this Document without cause upon written notice delivered to the other party not less than Notice Period (days): days prior to the effective date of termination.

Termination for Cause. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within Cure Period (days): days after receipt of written notice describing the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Document 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. Each party agrees:

1. to hold Confidential Information in strict confidence and not to disclose it to any third party except as permitted by this Document;
2. to use Confidential Information solely for the purposes of performing obligations under this Document; and
3. to take reasonable measures to protect Confidential Information, which shall be no less than those measures it uses to protect its own confidential information of similar importance.

Exclusions include information that is or becomes generally known through no wrongful act, is rightfully received from a third party without restriction, independently developed without use of the other's Confidential Information, or required to be disclosed by law (provided notice is given to the disclosing party where legally permitted).

GOVERNING LAW

This Document 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 disputes arising under this Document.

ENTIRE AGREEMENT

This Document, together with the Primary Agreement referenced in the Recitals and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

MISCELLANEOUS

Assignment. Neither party may assign this Document without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in connection with a merger, sale of substantially all assets, or other corporate reorganization.

Amendment. No amendment or modification of this Document shall be effective unless executed in writing by authorized representatives of both parties. Notices shall be given in writing to the addresses provided by the parties and shall be effective upon receipt.

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