Business Encoded Document

BUSINESS ENCODED DOCUMENT

Parties

Recitals

WHEREAS, Client requires professional services to prepare, encode, transform, and deliver data and documentation in an encoded format that conforms to agreed technical specifications (the encoded deliverables); and

WHEREAS, Provider represents that it has expertise, personnel, systems and security controls necessary to perform the encoding, quality assurance, and delivery of the encoded deliverables in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform the work described herein and Client will compensate Provider.

Agreement Date

Effective Date:

Scope of Work

Provider shall perform the services and deliverables described below. Provider will ensure that all encoded deliverables conform to the technical specifications, acceptance criteria, and delivery schedule set forth in this Scope of Work.

Payment Terms

Client will pay Provider according to the following payment terms.

Invoices shall be submitted in writing and are payable within days of receipt. Late payments shall incur interest at the rate of on the unpaid balance, calculated monthly.

Term and Termination

Term: This Agreement begins on and continues until , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means any non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including encoded data, source files, technical specifications, trade secrets, business plans, and customer data.

Each receiving party shall: (a) use Confidential Information solely for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in breach of this Agreement; (ii) was known to the receiving party prior to disclosure by the disclosing party without restriction; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Intellectual Property & Encoded Deliverables

Ownership: Unless otherwise agreed in writing, Client retains ownership of original data and source materials provided to Provider. Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use the encoded deliverables for Client's internal business purposes. Provider retains ownership of Provider's pre-existing tools, algorithms, methodologies, and know-how used to create the encoded deliverables.

Assignment of Rights: To the extent Provider's work product is eligible for copyright protection and is not part of Provider's pre-existing materials, Provider assigns to Client all right, title and interest in and to those deliverables upon full payment of fees due under this Agreement, subject to Provider's retained rights in its tools and software.

Representations; Data Security

Provider represents that it will implement and maintain reasonable administrative, physical and technical safeguards designed to protect Client data against unauthorized access, use, alteration or disclosure. Provider will promptly notify Client of any unauthorized access or data security incident involving Client Confidential Information and will cooperate in remediation and notification efforts.

Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct.

Limitation of Liability

Except for breaches of confidentiality, wilful misconduct, or liability arising from a party's indemnification obligations, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to 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 conflict of laws principles.

Entire Agreement; Amendments

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

Notices

Notices under this Agreement shall be given in writing to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt.

Additional Provisions

The obligations and remedies set forth in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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