Business Customer Document

BUSINESS CUSTOMER DOCUMENT

Parties

Service Provider:

Business Customer:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and solutions, including but not limited to consulting, implementation, and ongoing support; and

WHEREAS, Business Customer desires to retain Service Provider to perform the services set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth below; and

Effective Date:

Scope of Work

Service Provider shall perform the services described below for Business Customer in accordance with the terms and conditions of this Agreement. The description below is intended to set forth the principal deliverables and responsibilities.

Payment Terms

Business Customer shall pay Service Provider the fees set forth below in consideration for the services performed under this Agreement. All fees are exclusive of taxes which will be paid by Business Customer where applicable.

Late Payment Fee: If any undisputed invoice is not paid within days after the invoice due date, interest shall accrue at the lesser of percent per month or the maximum rate permitted by law. Business Customer shall be responsible for reasonable collection costs and attorney fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect 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 days after written notice. Either party may terminate for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Business Customer of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use, except in performance of its obligations under this Agreement, any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public technical, financial, business or other information disclosed in connection with this Agreement, whether disclosed orally, visually or in writing.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than by a breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party shall return or destroy Confidential Information upon request. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, or longer where required by applicable law for trade secrets.

Limitation of Liability

Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, in no event shall either party be liable to the other for any indirect, incidental, special, consequential or punitive damages, including lost profits. The aggregate liability of Service Provider for claims arising out of or relating to this Agreement shall not exceed the fees paid by Business Customer to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

Notices

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice. Notices are effective upon receipt.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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