Business Customer Contract

BUSINESS CUSTOMER CONTRACT

This Business Customer Contract (the "Agreement") is entered into as of by and between Service Provider Name: and Customer Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the services described in this Agreement and possesses the expertise, experience and resources necessary to perform such services; and

WHEREAS, Customer desires to retain Service Provider to perform the services on the terms and conditions set forth herein, and Service Provider is willing to provide such services in accordance with this Agreement.

SCOPE OF WORK

Service Provider shall perform the services, deliverables and tasks described below (collectively, the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards. Any changes to the Scope of Work must be documented and executed in writing by authorized representatives of both parties.

PAYMENT TERMS

In consideration of the Services to be provided, Customer shall pay Service Provider the fees and expenses set forth below. Fees are exclusive of applicable taxes unless otherwise stated. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Service Provider shall submit invoices in accordance with the Payment Schedule. Customer shall pay undisputed invoices within the number of days specified above from the invoice date. Disputed amounts must be notified in writing within ten (10) days of receipt; undisputed portions shall remain payable.

Late payments shall accrue interest at the rate specified above, compounded monthly, or the maximum rate permitted by law, whichever is lower. Customer shall also reimburse Service Provider for reasonable collection costs, including attorney fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until 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 such breach within the notice period set forth above following written notice specifying the breach. Termination shall not relieve Customer of its obligation to pay for Services performed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall keep confidential and shall not disclose to any third party any non-public information or materials disclosed by the other party (the "Discloser") that are designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) was already in Recipient's possession without restriction at the time of disclosure; (c) is rightfully received by Recipient from a third party without obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Recipient shall use Confidential Information solely for performance of this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Upon termination or upon Discloser's request, Recipient shall return or destroy Confidential Information as directed.

INDEMNIFICATION; LIMITATION OF LIABILITY

Service Provider agrees to indemnify, defend and hold harmless Customer from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Services. Customer agrees to indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Customer's breach of this Agreement or misuse of deliverables.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflict-of-law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between executive-level representatives. If the parties cannot resolve a dispute within thirty (30) days, the dispute shall be resolved by binding arbitration in accordance with the commercial arbitration rules applicable in the chosen forum, and judgment on the award may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; ASSIGNMENT

This Agreement, including all attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, understandings and agreements. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

NOTICES

All notices, requests, consents, claims, demands and other communications under this Agreement must be in writing and addressed to the party at the contact information provided below or to such other address that the party may designate by notice.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Headings are for convenience only and shall not affect interpretation. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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