Business Container Template

BUSINESS CONTAINER TEMPLATE

Parties and Effective Date

This Business Container Template (the "Agreement") is entered into as of the Effective Date: by and between:

Recitals

WHEREAS, Client is engaged in the business of conducting operations for its business interests and requires certain containerized business services and related deliverables; and

WHEREAS, Provider has the personnel, expertise, and facilities necessary to provide the services described in this Agreement and agrees to provide such services to Client on the terms and conditions set forth herein.

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the scope, payment, confidentiality, and other terms applicable to the services to be performed under this Agreement.

Scope of Work

Provider shall perform the work and deliver the goods and services described below in accordance with the requirements and timelines set forth by Client. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Client agrees to pay Provider the compensation set forth in this section. Amounts payable hereunder shall be exclusive of applicable taxes unless otherwise stated.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise disputed in good faith within ten (10) days of receipt, invoices shall be deemed accepted and payable in accordance with the Payment Schedule above. Overdue amounts shall accrue interest at the rate set forth in the Late Payment Fee section or at the maximum lawful rate if less.

Term and Termination

This Agreement commences on the Term Start Date and continues until the Term End Date unless earlier terminated pursuant to this section.

Either party may terminate this Agreement for convenience by giving the other party written notice in accordance with the Termination Notice Period. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information. Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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