Business Connectivity Document

BUSINESS CONNECTIVITY DOCUMENT

Parties and Contact Information

Individual Corporation Limited Liability Company Other

Individual Corporation Limited Liability Company Other

Recitals

WHEREAS, Client desires to procure interconnection, data exchange, or other technical connectivity services to enable business systems, networks, or applications to interoperate as set forth in this Business Connectivity Document; and

WHEREAS, Provider represents that it has the technical capability, personnel, and authority to perform the connectivity services described herein in a professional manner; and

WHEREAS, the parties agree that this document sets forth the obligations, scope, payment terms, confidentiality obligations, and governing law applicable to the connectivity arrangement effective as of (the "Effective Date").

Scope of Work

Provider shall supply connectivity services, configuration, testing, monitoring, and operational support necessary for Client systems to connect with Provider systems. Services will include the specific deliverables, acceptance criteria, and milestones set forth below and in any attachments incorporated by reference.

Payment Terms

Client shall pay Provider the fees for services as described below. Fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the payment schedule and Client shall pay undisputed amounts in full within the stated period after receipt of invoice.

If Client fails to pay undisputed invoices within the period specified above, Client will pay interest on the overdue amount at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. Additionally, Provider may suspend services following fifteen (15) days' written notice of delinquency.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice, or immediately for insolvency, bankruptcy, or insolvency proceedings by or against the other party.

Confidentiality

"Confidential Information" means non-public business, technical, or financial 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. Confidential Information includes system designs, interface specifications, access credentials, security procedures, and pricing terms, but excludes information that (i) is or becomes publicly known without breach of this Agreement, (ii) was known to the recipient prior to disclosure as evidenced by written records, (iii) is received lawfully from a third party without restriction, or (iv) is independently developed by the recipient without use of the discloser's Confidential Information.

Each party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) restrict disclosure to employees, agents, or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein. Recipient may disclose Confidential Information as required by law, provided it gives prompt written notice and cooperates with any reasonable efforts to limit disclosure.

The confidentiality obligations shall survive termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery, and shall be deemed effective upon receipt.

Governing Law; Entire Agreement

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 state and federal courts located within that State for purposes of dispute resolution.

This Agreement, together with any attachments, exhibits, or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Relationship of Parties: Provider and Client are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

Limitation of Liability: Except for each party's indemnification obligations and willful misconduct, neither party shall be liable for indirect, incidental, consequential, punitive, or special damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the fees paid to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

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