Business DO Form

BUSINESS DO FORM

This Business DO Form (the Agreement) is entered into on Effective Date: by and between Client Name: with principal business address: and Provider Name: with principal business address: .

RECITALS

WHEREAS, Client desires to obtain certain goods and/or services as described herein and Provider represents that it has the experience, personnel, equipment and capability to perform such work in accordance with the terms of this Agreement; and

WHEREAS, the parties intend that this Business DO Form operate as an order for goods and/or services, set forth the scope of work, define payment obligations, and establish the terms and conditions governing the relationship between the parties.

WHEREAS, the parties agree that, upon execution, this Agreement constitutes the Delivery Order (DO) for the goods and/or services described below and supersedes any prior oral or written negotiations relating to such DO.

SCOPE OF WORK

PAYMENT TERMS

Total Consideration (not inclusive of taxes):

Invoices shall be rendered in accordance with the schedule above and are due and payable within calendar days of receipt. Late payments will accrue interest at or the maximum legal rate, whichever is lower, and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

All payments are exclusive of taxes. Client is responsible for applicable sales, use or similar transactional taxes, unless Client provides a valid exemption certificate prior to invoicing.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon a material breach by the other party if such breach remains uncured for calendar days after written notice specifying the breach.

Upon termination, Provider shall deliver all completed and in-progress Work Product and Client shall pay Provider for all goods delivered and services performed through the effective date of termination, including any non-cancellable commitments reasonably incurred by Provider.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) is rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

The receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Disclosure required by law shall be permitted only after prompt notice to the disclosing party and, where available, seeking confidential treatment or a protective order.

The obligations under this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as such information qualifies as a trade secret.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, Provider assigns to Client, upon payment in full, all right, title and interest in and to deliverables and Work Product created specifically for Client under this Agreement. Provider retains ownership of its pre-existing tools, general know-how and methodologies, and grants Client a non-exclusive license to any Provider pre-existing materials incorporated in deliverables solely to the extent required for Client's use of the deliverables.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall defend, indemnify and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE DELIVERY ORDER.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced to the fullest extent permitted by law. No waiver of any breach shall constitute a waiver of any other right. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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