Business Framework Agreement

BUSINESS FRAMEWORK AGREEMENT

This Business Framework Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client is engaged in the business of operating and managing business activities and requires certain services and coordination of business relationship models; and

WHEREAS, Service Provider has experience and capability to provide advisory, implementation and coordination services as described herein and is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the general framework, roles, commercial terms and confidentiality protections governing their relationship during the Term defined below.

SCOPE OF WORK

Service Provider shall perform the services set forth in the Description of Services in a professional and workmanlike manner in accordance with industry standards. Any material changes to the scope shall be agreed in writing by duly authorized representatives of both parties prior to commencement of the changed work.

PAYMENT TERMS

Payments not received within the time specified in the Payment Schedule shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. In addition, Service Provider may charge a one-time administrative late fee of for any payment more than thirty (30) days overdue.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of any payment obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public information, whether written, oral or electronic, disclosed by one party ("Disclosing Party") to the other ("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. Confidential Information includes business plans, financial information, customer information, technical data, and trade secrets, but does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon expiration or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, return or destroy all Confidential Information and certify such return or destruction in writing.

The parties acknowledge that monetary damages may be inadequate to protect the Disclosing Party against actual or threatened breaches of confidentiality and that, in addition to any other remedy available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent or curtail any such breach.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , excluding its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising out of or relating to this Agreement.

ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be sent to the addresses provided above or such other address as either party may designate by notice in accordance with this section. Notice is effective upon receipt when delivered by hand, nationally recognized overnight courier, or upon confirmed electronic transmission when accompanied by confirmation of transmission.

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