Business Edison Document

BUSINESS EDISON AGREEMENT

This Business Edison Agreement ("Agreement") is entered into as of , by and between:

Provider Name:    Address:

Client Name:    Address:

RECITALS

WHEREAS, Provider is engaged in the business of providing advisory, development and business transformation services related to Edison services and technologies and has experience, personnel and resources necessary to perform the services described herein;

WHEREAS, Client desires to engage Provider to perform certain services related to the business initiatives described in this Agreement, and Provider is willing to perform such services on the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the terms governing the scope, payment, confidentiality, term and termination, and other matters relating to Provider's performance for Client.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: The Client shall pay Provider the total amount of $ for the services described in this Agreement, subject to adjustments described below.

Invoicing and Payment: Provider shall submit invoices in accordance with the payment schedule above. Client shall pay each undisputed invoice within days of Client's receipt of invoice. If Client disputes any portion of an invoice, Client shall provide written notice specifying the basis for dispute and pay the undisputed portion in accordance with this paragraph.

Late Payment: Any undisputed amount not paid within the period set forth above shall accrue a late fee equal to per month (or the maximum permitted by law, if less), calculated monthly from the invoice due date until paid in full.

TERM AND TERMINATION

Term: This Agreement shall commence on the Start Date of and continue until the End Date of unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination for convenience, Client shall pay Provider for all services performed and for non-cancellable obligations incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice identifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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, including business plans, technical data, pricing, proprietary processes and customer information.

Protection and Use: Recipient shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions and Duration: Confidential Information does not include information that (a) is or becomes generally known to the public other than through a breach of this Agreement, (b) was rightfully known to Recipient prior to disclosure, (c) is received from a third party without breach of any obligation of confidentiality, or (d) is independently developed. The obligations of confidentiality shall survive termination of this Agreement and continue for years from the date of disclosure (or longer if required by applicable law with respect to trade secrets).

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any action relating to this Agreement shall be brought in the courts of that state, subject to any mandatory forum or venue rules.

ENTIRE AGREEMENT; MISCELLANEOUS

Entire Agreement: This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment and Waiver: Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

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

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

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