Business Contract Management Note

Business Contract Management Note

Identification

Note Date:   Contract Reference No.:

Recitals

WHEREAS, Client Name: and Service Provider Name: previously entered into a written agreement dated (the "Underlying Agreement") pursuant to which certain services and deliverables are to be provided.

WHEREAS, the parties desire to memorialize key administrative and financial management terms, milestones and notice requirements for internal contract management and payment processing in accordance with the Underlying Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

The specific services, deliverables, milestones and acceptance criteria to be performed under the Underlying Agreement and managed pursuant to this Note are described below. This section is intended to summarize and reference the operative obligations; the terms of the Underlying Agreement control in the event of conflict.

Payment Terms

Total Contract Value:

Invoicing: Invoices shall be submitted by Service Provider to the address for invoicing: and must reference the Contract Reference No. stated above. Payments are due within days of the invoice date, subject to acceptance and dispute rights under the Underlying Agreement.

Late Payment: Any undisputed amount not paid when due shall accrue late charges equal to or the maximum lawful rate, whichever is less. The imposition of a late fee shall be without prejudice to any other remedies available to the non-defaulting party.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this engagement for material breach of the Underlying Agreement if the breaching party fails to cure such breach within days after written notice. Additionally, either party may terminate for convenience upon providing days' prior written notice to the other party, subject to payment for work performed and reimbursable expenses through the effective date of termination.

Upon termination, the parties shall promptly reconcile and pay all undisputed fees and expenses within days of the effective termination date. Termination shall be without prejudice to any rights or obligations accrued prior to termination.

Confidentiality

For purposes of this Note, "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Underlying Agreement and this Note, whether disclosed orally, visually or in writing, 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 excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of an obligation of confidentiality; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Each receiving party shall (i) use the Confidential Information only for the purposes of performing its obligations under the Underlying Agreement, (ii) restrict disclosure of Confidential Information to those of its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (iii) 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.

The obligations of confidentiality shall survive termination or expiration of the Underlying Agreement and this Note for a period of years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Governing Law; Dispute Resolution

This Note and any disputes arising out of or relating to this Note shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflicts of law. The parties agree that exclusive venue for any litigation will be the state or federal courts located in the county of the chosen governing state, and each party hereby submits to the personal jurisdiction of those courts.

Representations; Authority

Each party represents and warrants that it has the full corporate power and authority to enter into and perform its obligations under this Note and that the execution and delivery of this Note has been duly authorized by all necessary corporate action.

Entire Agreement; Amendment

This Note constitutes the entire written agreement between the parties with respect to the subject matter hereof for contract management purposes and supersedes any prior oral or written understandings regarding the administrative items memorialized herein. Except as expressly provided herein, nothing in this Note amends, waives or supersedes the substantive rights, obligations or remedies set forth in the Underlying Agreement. Any amendment to this Note must be in writing and signed by authorized representatives of both parties.

General Provisions

Assignment: Neither party may assign this Note or any of its rights or obligations hereunder without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided that such successor agrees in writing to assume the assigning party's obligations hereunder.

Severability: If any provision of this Note is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and be construed so as to effectuate the intent of the parties to the fullest extent permitted by law.

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