Business Exclusive Selection

Business Exclusive Selection Agreement

This Business Exclusive Selection Agreement ("Agreement") is entered into as of Effective Date:

Parties

Recitals

WHEREAS, the Selecting Party is engaged in the business of procuring vendors, suppliers, and service providers for its business lines and desires to centralize selection activities to ensure uniform standards and exclusive negotiation rights for the benefit of its operations; and

WHEREAS, the Selected Party represents that it has the skill, experience, personnel and facilities to perform selection, evaluation and recommendation services and is willing to act as the exclusive selection agent for the Selecting Party in the Territory:

WHEREAS, the parties wish to set forth the terms and conditions under which the Selected Party will perform exclusive selection services and the Selecting Party will compensate the Selected Party.

Scope of Work

The Selected Party shall perform selection services described below and shall have the exclusive right to represent and negotiate on behalf of the Selecting Party with prospective vendors, suppliers or service providers within the Territory for the Services specified. The Selected Party's responsibilities shall include, without limitation, identifying candidates, conducting due diligence, preparing selection reports, and presenting recommended selection(s) to the Selecting Party.

Payment Terms

In consideration for the Services, the Selecting Party shall pay the Selected Party the fees set forth below. All amounts referenced are in United States dollars unless otherwise agreed in writing.

All invoices shall be due within thirty (30) days of receipt unless otherwise stated in the invoice. The Selecting Party shall pay undisputed amounts by the due date. If any undisputed amount is not paid when due, interest shall accrue on the unpaid amount at the rate set forth in the Late Fee field above, or if no rate is stated, at one and one-half percent (1.5%) per month.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in full force until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon giving written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately 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 of the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public, proprietary or confidential information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including but not limited to business plans, pricing, supplier lists, technical data, financial information and selection analyses. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction and without breach of obligation; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (a) hold all Confidential Information in strict confidence and take reasonable measures to protect it, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents or permitted subcontractors who have a demonstrable need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

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 and venue of the state and federal courts located in that State for any disputes arising under this Agreement.

Representations; Warranties; Miscellaneous

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement do not and will not violate any agreement or obligation to any third party. The Selected Party warrants that services will be provided in a professional and workmanlike manner consistent with industry standards.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations 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.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its business or assets relating to this Agreement provided the assignee assumes the assigning party's obligations hereunder.

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