Business Exhibits Template

BUSINESS EXHIBITS TEMPLATE

Agreement Date:   Effective Date:   Agreement No.:

This Business Exhibits Template (the "Agreement") is made by and between Client Name: with address at , and Provider Name: with address at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Client Name is engaged in the business of providing or procuring services and products in the ordinary course of business and requires the Provider to perform certain services and deliverables as set forth in this Agreement and the attached Exhibits;

WHEREAS, Provider Name has represented that it possesses the requisite experience, personnel and resources to perform the services described herein and in the Exhibits, and agrees to provide such services under the terms and conditions of this Agreement;

WHEREAS, the Parties desire to set forth the principal terms governing the Parties' relationship, to identify exhibits that specify scope, deliverables and pricing, and to provide a template for the inclusion and execution of Exhibits to this Agreement.

SCOPE OF WORK

The detailed scope of work, deliverables, milestones, acceptance criteria and any performance standards required by the Parties shall be set forth in one or more Exhibits attached to this Agreement. If there is any conflict between this Agreement and an Exhibit, the Exhibit shall control as to the subject matter of that Exhibit.

EXHIBITS

The following Exhibits are incorporated into and made a part of this Agreement. Each Exhibit shall include an Exhibit heading, effective date, scope, pricing, and any special terms. Check "Attached" to indicate the Exhibit is appended at execution.

Exhibit No.:   Title:   Attached:

Exhibit No.:   Title:   Attached:

Exhibit No.:   Title:   Attached:

PAYMENT TERMS

Unless otherwise stated in an Exhibit, the Parties agree the fee for Provider's services under this Agreement shall be as follows:

Invoices shall be issued in accordance with the Payment Schedule. Late payments shall accrue interest and fees as provided below.

Late fee:    Late payment penalty (flat):

Payment method: Wire transfer    Check    ACH or electronic transfer

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Section, will continue until End Date: .

CONFIDENTIALITY

Each Party (a "Receiving Party") shall hold in confidence and not disclose to any third party, and shall not use except as necessary to perform under this Agreement, any Confidential Information of the other Party (a "Disclosing Party"). "Confidential Information" includes proprietary data, technical information, business plans, customer lists, pricing and other non-public information disclosed whether orally, visually, in writing or by inspection of tangible objects.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction set forth below without regard to conflict of law principles. The Parties agree to attempt to resolve disputes first through good faith negotiations; if unresolved, disputes shall be resolved by the courts located in the specified jurisdiction or as otherwise provided in a written Exhibit.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning Party's obligations in writing.

Indemnity and Limitation of Liability: Each Party agrees to indemnify the other for claims arising from its own negligence or willful misconduct. Except for breaches of confidentiality or indemnity obligations, neither Party shall be liable for indirect, incidental or consequential damages, and each Party's aggregate liability shall be limited to the fees paid under the applicable Exhibit during the previous twelve (12) months.

ENTIRE AGREEMENT

This Agreement, together with all Exhibits executed by the Parties, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No statement, promise, or inducement made by either Party that is not set forth in this Agreement or an Exhibit shall be valid or binding.

SIGNATURES

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