Business Enterprise Document

BUSINESS ENTERPRISE AGREEMENT

Parties and Effective Date

This Business Enterprise Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Recitals (WHEREAS)

WHEREAS, Client is engaged in the operation of its business and requires certain goods and services to support its business operations; and

WHEREAS, Service Provider represents that it has the capability, expertise and resources to provide the services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be performed and the consideration to be paid;

Scope of Work

Service Provider shall provide the services and deliverables described below (Scope of Work). Service Provider shall exercise commercially reasonable skill and care and shall perform the Services in accordance with industry standards.

Payment Terms

Client shall pay Service Provider for the Services as follows. All amounts are stated in U.S. dollars unless otherwise indicated.

Invoices are due within days of receipt. Late payments shall incur interest at the rate of on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and reimbursable expenses incurred prior to the effective date of termination.

Confidentiality

Each party (Recipient) shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other party (Discloser) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial or other information disclosed by Discloser that is designated as confidential or that reasonably should be understood to be confidential given its nature and circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or regulation, provided Recipient gives prompt notice and cooperates with Discloser to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Representations and Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Service Provider shall indemnify, defend and hold harmless Client from and against all third-party claims, liabilities, damages and expenses arising out of Service Provider's gross negligence, willful misconduct or material breach of this Agreement; Client shall indemnify Service Provider for claims arising from Client's misuse of deliverables or breach of Client's representations.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or its indemnification obligations, in no event shall either party be liable to the other for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties may pursue any remedies available at law or in equity in the courts located in the county of the governing state.

Insurance

Service Provider shall maintain, at its expense, commercially reasonable insurance coverage appropriate to the Services performed, including general liability and, where applicable, professional liability insurance. Upon request, Service Provider shall provide certificates of insurance evidencing such coverage.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments incorporated herein, 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, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices may be delivered in person, by certified mail (return receipt requested), or by recognized overnight courier.

Miscellaneous

The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

Acknowledgment

The individuals signing below represent and warrant that they are duly authorized to execute this Agreement on behalf of the party for whom they sign.

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