Business Cost Agreement

BUSINESS COST AGREEMENT

This Business Cost Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: seeks the procurement of certain goods and/or services and desires to allocate responsibility for specific costs associated with those goods and/or services; and

WHEREAS, Service Provider Name: has represented that it is qualified and willing to perform the services described below and to bill Client for costs in accordance with the terms of this Agreement.

SCOPE OF WORK

Service Provider will perform the services and incur costs as described in the Scope of Work below. Service Provider shall perform such services in a professional manner consistent with industry standards and within any schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Service Provider for services and costs in accordance with the following terms. All amounts are stated in U.S. Dollars unless otherwise specified.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period stated above following written notice specifying the breach. Termination does not relieve Client of the obligation to pay for services performed and costs incurred through the effective date of termination, including non‑cancelable commitments made in good faith by Service Provider.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees that all nonpublic, confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, whether orally or in writing, and identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, shall be held in strict confidence. The Receiving Party shall not disclose such information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Confidential information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) was known to the Receiving Party prior to receipt from the Disclosing Party; or (d) is independently developed without use of or reference to the Disclosing Party's confidential information. Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy the Disclosing Party's confidential information at the Disclosing Party's direction.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the jurisdiction of state and federal courts located in that State for purposes of dispute resolution.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments or scopes of work incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous negotiations, representations, understandings and agreements, whether written or oral. No modification of this Agreement will be effective unless executed in writing by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder.

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