Business Document Brady Document

BUSINESS AGREEMENT — BRADY DOCUMENT

Parties

This Agreement is entered into by and between Client: and Provider: (each a "Party" and together the "Parties").

Recitals

WHEREAS, Client seeks to retain Provider to perform certain professional services described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to perform the services on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their mutual rights and obligations with respect to such services in a written agreement.

Scope of Work

Provider shall perform the services described below. The Parties agree that the scope may be amended only by written change order signed by both Parties.

Payment Terms

As full compensation for the services, Client shall pay Provider as follows:

Invoices shall be submitted by Provider to Client and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at a rate of per month (or the maximum lawful rate if lower), plus reasonable collection costs.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach. Upon termination, Client shall pay Provider for all services performed and reasonable, non-cancellable commitments incurred through the effective date of termination.

Confidentiality

Each Party (the "Receiving Party") shall maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other Party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates reasonably to limit disclosure).

The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement and shall restrict disclosure to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Representations; Insurance; Indemnity

Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Provider shall maintain commercially reasonable insurance coverage appropriate to the services performed. Provider shall indemnify, defend and hold harmless Client from and against third-party claims arising out of Provider's negligence or willful misconduct in the performance of services, except to the extent such claims result from Client's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party's aggregate liability under this Agreement exceed the total fees paid or payable to Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice delivered in accordance with this section. Notices are effective upon receipt.

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 conflicts of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, the Parties agree to submit disputes to binding arbitration in the governing state unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by both Parties.

Miscellaneous

Assignment: Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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