Business Disclaimer Notice

BUSINESS DISCLAIMER NOTICE

This Business Disclaimer Notice (the Notice) is made between the parties identified below. The parties intend that this Notice govern the allocation of risk and the limits of liability relating to the services and materials described herein.

Parties

Recitals

WHEREAS, the Disclosing Party provides certain products, materials and services for business operations, advice, and deliverables that may be relied upon by the Receiving Party in its commercial activities;

WHEREAS, the Receiving Party desires to obtain such products and services under terms that define the scope of work, disclaimations of warranty, and limits of liability; and

WHEREAS, the parties wish to reduce to writing their understanding regarding disclaimers, payment, confidentiality, and governing law.

Scope of Work

The Disclosing Party shall provide the services and/or deliverables described below. The Receiving Party acknowledges that the Statement of Work set forth in this section defines the services for which disclaimers and payment terms apply.

Payment Terms

In consideration for the services described in the Scope of Work, the Receiving Party shall pay the Disclosing Party as follows.

All undisputed late payments shall accrue the stated late fee compounded monthly from the invoice due date until paid. If collections are required, the Receiving Party shall reimburse reasonable collection costs, including attorneys' fees, to the extent permitted by law.

Term and Termination

This Notice commences on / / and continues through / / unless earlier terminated in accordance with this Notice.

Either party may terminate this Notice for convenience upon written notice delivered to the other party not fewer than days prior to the effective termination date. Termination shall not relieve the Receiving Party of obligations to pay for services performed or expenses incurred prior to termination.

Disclaimer of Warranties; Limitation of Liability

The Disclosing Party provides services and deliverables "AS IS" and disclaims all express and implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement, except as otherwise expressly set forth in a written agreement signed by both parties. The Receiving Party acknowledges that the Disclosing Party has no obligation to guarantee specific business results.

Except for liability arising from gross negligence, willful misconduct, or fraud, the aggregate liability of the Disclosing Party arising out of or related to this Notice shall be limited to direct damages not exceeding the total fees actually paid by the Receiving Party to the Disclosing Party under this Notice during the six (6) month period preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of that party's breach of this Notice, willful misconduct, or negligence. The indemnified party will provide prompt written notice of any claim and reasonable cooperation in the defense. The indemnifying party shall control the defense and settlement of the claim, provided that any settlement that imposes obligations on the indemnified party or admits fault requires the indemnified party's prior written consent, which shall not be unreasonably withheld.

Confidentiality

The parties acknowledge that, in connection with performance under this Notice, each may receive Confidential Information from the other. "Confidential Information" shall mean non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient shall: (a) use Confidential Information solely to perform under this Notice; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but not less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach of this Notice or that is rightfully received from a third party without restriction.

Governing Law

This Notice 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 state and federal courts located in that state for resolution of disputes arising under this Notice.

Entire Agreement

This Notice, together with any attachments or executed Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. No amendment or waiver shall be binding unless in writing and signed by both parties.

Acknowledgment and Execution

By signing below, each party acknowledges that it has read and understood this Business Disclaimer Notice, that it has the authority to enter into this Notice on behalf of the party it represents, and that it accepts the disclaimers, limitations and other terms set forth herein.

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