Business ETTA Document

BUSINESS ETTA DOCUMENT

Parties

Recitals (WHEREAS)

WHEREAS, Party A, identified above, possesses expertise, proprietary methodologies and technical knowledge related to business evaluation, testing, transfer and application services; and

WHEREAS, Party B desires to engage Party A to perform certain evaluation, testing, transfer and application services described herein and Party A agrees to perform such services under the terms and conditions of this Business ETTA Document (the Agreement); and

WHEREAS, the parties intend that the work to be performed, payment terms, confidentiality obligations and other material provisions be set forth in this Agreement effective as of .

Scope of Work

Party A shall provide evaluation, testing, transfer and application services (collectively, the Services) as described below. Party A shall perform the Services in a professional and workmanlike manner consistent with prevailing industry standards.

Payment Terms

Compensation for the Services shall be as follows. All amounts are in U.S. dollars unless otherwise specified.

Party A shall submit written invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Party B must pay undisputed invoices within the Payment Due period. Disputed portions of any invoice must be notified in writing within ten (10) days of receipt and the undisputed portion shall remain payable.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until (the Term).

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for Services performed.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party) 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.

The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party’s 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; (ii) not disclose Confidential Information to third parties except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) use the Confidential Information solely for performing obligations under this Agreement.

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 in the Receiving Party’s possession prior to disclosure by the Disclosing Party without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of years.

Representations, Warranties & Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A represents that it will provide the Services in a professional manner consistent with industry standards. Except for the express warranties set forth herein, each party disclaims all other warranties, express or implied.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability

Except for liability resulting from a party’s willful misconduct or breach of the confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party’s aggregate liability under this Agreement shall not exceed the total fees paid to Party A under this Agreement during the six (6) month period preceding the claim.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to another address designated in writing by a party. Notice is effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its rules governing conflicts of law. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attachments, exhibits or schedules 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, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Waiver

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

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