Business Exclusive Document

BUSINESS EXCLUSIVE DOCUMENT

This Business Exclusive Document (the "Agreement") is entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing specialized goods and services described herein and has the capacity and expertise to grant exclusive rights to Party B within the agreed territory and marketplace; and

WHEREAS, Party B desires to obtain certain exclusive rights to distribute, market, or otherwise exploit the goods or services of Party A on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Party B operate within an exclusive territory or market segment subject to the limitations and performance obligations described below.

SCOPE OF WORK

Party A shall provide the services, deliverables and support described below. Party B shall have the exclusive right to market, resell, and solicit orders for those services within the exclusive territory defined in this Agreement, subject to the performance standards and limitations herein.

PAYMENT TERMS

In consideration for the rights and services granted under this Agreement, Party B shall pay Party A in accordance with the following terms.

Late payments shall bear interest at the rate of on the unpaid balance, calculated monthly, or the maximum rate permitted by law, whichever is lower. Party B shall also be responsible for reasonable collection costs and attorneys' fees incurred by Party A to collect delinquent amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated pursuant to this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination for insolvency or bankruptcy may be immediate upon written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including but not limited to trade secrets, pricing, customer lists, technical data, and marketing plans ("Confidential Information"). The Receiving Party shall not use Confidential Information for any purpose other than performance under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that is: (a) already known to the Receiving Party without obligation of confidentiality at the time of disclosure; (b) becomes publicly available through no wrongful act of the Receiving Party; (c) rightfully received from a third party without breach of any obligation of confidentiality; or (d) independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information as required by law or regulation provided it gives prompt written notice to the Disclosing Party and reasonably cooperates to obtain confidential treatment.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including all attachments, exhibits and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written. 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.

MISCELLANEOUS

The parties acknowledge and agree that any assignment of this Agreement or the rights granted hereunder shall require the prior written consent of the non-assigning party, such consent not to be unreasonably withheld. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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