Business Customer Agreement

BUSINESS CUSTOMER AGREEMENT

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

Provider (Company) Name:    Address:

Customer Name:    Address:

RECITALS

WHEREAS, Provider is engaged in the business of providing the products and services described in this Agreement and possesses the expertise, personnel, and resources necessary to provide such services;

WHEREAS, Customer desires to retain Provider to perform the Services described herein and Provider agrees to provide such Services under the terms and conditions set forth in this Agreement;

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Customer shall pay Provider the fees set forth below in exchange for the Services. The fee structure is as follows:

Provider will invoice Customer in accordance with the payment schedule. Unless otherwise agreed in writing, payment is due within days of invoice receipt. All amounts are payable in lawful currency.

Late payments shall accrue interest at the lesser of or the maximum rate permitted by law, and Customer shall reimburse Provider for all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party (a "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is marked confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was lawfully 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 Confidential Information.

The Receiving Party may disclose Confidential Information if required by law or valid court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and, where feasible, cooperates in obtaining a protective order or other relief to limit disclosure.

Obligations of confidentiality shall survive termination of this Agreement for a period of unless otherwise required by law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any exhibits or attachments hereto, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements, understandings, and communications relating to its subject matter. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

MISCELLANEOUS

Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, in no event shall either party be liable for incidental, consequential, special or punitive damages, and each party's aggregate liability shall be limited to the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

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