Business EB Agreement

BUSINESS EB AGREEMENT

This Business EB Agreement (the "Agreement") is made effective as of by and between Client Name: , with principal business address: ("Client"), and Service Provider Name: , with principal business address: ("Provider").

WHEREAS

WHEREAS, Provider is engaged in the business of providing electronic business services and related consulting, development and support (collectively, "Services"), and possesses the necessary personnel, expertise, and resources to perform such Services;

WHEREAS, Client desires to engage Provider to perform certain Services as set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and governance of the Services.

SCOPE OF WORK

Provider shall perform the Services described below. The scope set forth herein is intended to define deliverables, milestones, and acceptance criteria. Any material change to scope shall be subject to written change order signed by both parties.

PAYMENT TERMS

Client shall pay Provider for Services rendered in accordance with the following terms. All amounts are in United States dollars unless otherwise stated.

If any undisputed amount due under this Agreement is not received by Provider within days after the due date, Client shall pay interest at on the overdue balance, plus reasonable collection costs. The parties acknowledge that such interest and fees are a reasonable estimate of damages for late payment.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in effect until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 15 days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually or in writing, 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 includes, but is not limited to, business plans, financial information, customer lists, technology, software, source code, trade secrets, and pricing.

The Receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is already known to the Receiving Party without restriction at the time of disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Provider shall retain all right, title and interest in any pre-existing intellectual property and tools used in performing the Services. Subject to full payment of all amounts due, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes. Client shall not copy, modify, distribute, sublicense, or create derivative works of Provider's pre-existing materials.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party sole control of the defense and settlement, provided that the indemnifying party may not settle any claim that imposes obligations on the indemnified party without its prior written consent.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, INFRINGEMENT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS 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 dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their addresses set forth above or at such other address as a party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, three days after deposit in the U.S. mail as certified or registered mail, or one day after delivery to a nationally recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. The waiver of any breach shall not constitute a waiver of any subsequent breach. 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.

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