Business ETM Contract

BUSINESS ETM CONTRACT

Parties and Recitals

This Business ETM Contract ("Agreement") is made and entered into as of by and between:

Client Name:

Corporation Limited Liability Company Individual

Provider Name:

Corporation Limited Liability Company Individual

WHEREAS, Provider is engaged in the business of supplying, installing, configuring, and maintaining ETM equipment and related software and services; and

WHEREAS, Client desires to retain Provider to supply such ETM goods and services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. Scope of Work

Provider shall perform the services and deliver the goods described below in accordance with the specifications, deliverables, and schedule set forth in this Section. The parties acknowledge that Provider's obligations include supply, installation, configuration, testing, training, and routine maintenance for the ETM systems.

2. Payment Terms

As consideration for the performance of the Scope of Work, Client shall pay Provider the amounts and according to the schedule set forth below. All payments shall be made in United States Dollars unless otherwise agreed in writing.

Any undisputed amount not paid by the date due shall accrue interest at a rate of or a flat late charge of , whichever is greater, measured from the due date until paid in full. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

3. Term and Termination

This Agreement shall commence on the Commencement Date and continue until the Termination Date unless earlier terminated in accordance with this Section.

Commencement Date:    Termination Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail. Provider may suspend performance for nonpayment after providing at least ten (10) days' written notice to Client.

4. Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" shall include non-public technical, business, financial and operational information, prototypes, software, documentation, trade secrets, and other information identified as confidential. The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors, or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. This obligation shall survive termination for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Upon termination or written request, Receiving Party shall return or certify destruction of Disclosing Party's Confidential Information within

5. Intellectual Property; License

Provider retains all right, title and interest in and to Provider's pre-existing software, firmware, tools, designs, methodologies and other intellectual property. Provider grants Client a non-exclusive, non-transferable license to use delivered software and firmware solely for Client's internal business operations in conjunction with the ETM equipment for the term of this Agreement, subject to payment in full and compliance with this Agreement. Custom deliverables specifically developed for Client will be owned as follows:

6. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising out of its gross negligence or willful misconduct. Except for a party's indemnification obligations or breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential or punitive damages. Each party's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

7. Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as a party designates by notice.

8. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the county of the Provider's principal place of business, under the rules agreed by the parties at the time of dispute.

9. Entire Agreement; Amendments

This Agreement, including any exhibits or addenda expressly 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. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

10. Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of Provider's assets. Independent Contractors: The parties are independent contractors and nothing herein creates an employment, partnership, or agency relationship. Severability: If any provision is held unenforceable it will be reformed to the extent necessary to be enforceable, and the remainder of the Agreement will remain in effect.

Execution

The parties represent and warrant that the persons signing below are authorized to bind their respective parties to this Agreement.

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