Business Excel Sets

BUSINESS EXCEL SETS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Provider is engaged in the development, maintenance and distribution of spreadsheet templates, models and related business data sets (collectively, Business Excel Sets) tailored for business management and analysis; and

WHEREAS, Client desires to obtain access to certain Business Excel Sets and Provider is willing to furnish those deliverables under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement define the scope, delivery, payment, ownership and confidentiality obligations applicable to the Business Excel Sets to be provided by Provider to Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Deliverables. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued by Provider in accordance with the Payment Schedule and are payable within days of invoice date. Late payments shall accrue interest at a rate of or the maximum lawful rate, whichever is lower.

DELIVERY AND ACCEPTANCE

Provider will deliver the Business Excel Sets in accordance with the Delivery Method. Client shall have calendar days from receipt to inspect and either accept or provide written notice of any deficiencies. Absence of timely written notice shall constitute acceptance of the Deliverables.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to the underlying source files, formulas, macros, code, methodologies and proprietary structures embodied in the Business Excel Sets. Provider grants Client a non-transferable license to use the delivered files as specified below.

CONFIDENTIALITY

Each party shall keep confidential and not disclose to any third party any Confidential Information disclosed by the other party. "Confidential Information" includes non-public business information, trade secrets, formulas, templates, customer lists and financial terms. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall restrict disclosure to those employees, contractors or advisors who have a need to know and are bound to confidentiality obligations at least as protective as those in this Agreement. The obligations in this section survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the earlier of completion of the Services or , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within days after written notice of such breach.

Upon termination, Client shall pay Provider for all Deliverables completed and accepted through the termination date. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Entire Agreement shall survive termination.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Provider represents that it has the full right and authority to enter into this Agreement and to grant the rights herein. Provider warrants that the delivered files will materially conform to the Specifications for a period of thirty (30) days following acceptance. Other than the foregoing limited warranty, the Deliverables are provided "AS IS" and Provider disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations, covenants or obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and reasonably cooperate in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any attachments and accepted Statements of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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