Business Document Tali

BUSINESS DOCUMENT TALI

This Business Document Tali (the "Agreement") is entered into effective as of Effective Date: by and between the parties set forth below.

Parties

Recitals

WHEREAS, Client requires certain business services, deliverables and professional performance as further described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and capability to provide such services and deliverables in accordance with the terms and schedules set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and provide the deliverables described below. The Scope of Work shall include specifications, milestones and acceptance criteria. Any changes to the Scope of Work must be made in a written amendment signed by both parties.

Term and Termination

The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the intended termination date. Termination for cause may occur immediately upon written notice if a material breach is not cured within thirty (30) days following receipt of notice of such breach.

Payment Terms

Client shall pay Service Provider compensation as set forth below. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall incur a late fee equal to Late Fee: of the outstanding balance per month, or the maximum permitted by applicable law, whichever is less. Interest and fees accrue from the date payment was due until paid in full.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public 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"). The Receiving Party shall not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement or as required by law, and shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.

The obligations in this section shall survive termination of this Agreement for Confidentiality Term (months): months.

Representations and Warranties

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or intellectual property infringement, neither party shall be liable to the other for indirect, incidental, special, consequential, or punitive damages, and each party's aggregate liability for any claim arising out of this Agreement shall not exceed the total fees paid to Service Provider under this Agreement during the twelve (12) month period preceding 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 state and federal courts located within that state for any disputes arising under this Agreement.

Notices

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the addresses below or such other address as a party designates by written notice in accordance with this section.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its assets or equity.

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