Business Framework Contract

BUSINESS FRAMEWORK CONTRACT

This Business Framework Contract ("Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing business advisory services, systems design, and strategic implementation and has the experience, personnel and resources necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to obtain from Party A the services and deliverables described in this Agreement, and Party A is willing to provide such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

1.1 Services. Party A shall provide the services and deliverables described in the scope below in accordance with the terms of this Agreement. Party A will perform services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

2.1 Fees. In consideration for the services, Party B shall pay Party A the fees set forth below.

2.2 Invoicing and Payment Terms. Party A shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, undisputed invoices are due within the payment terms stated on the invoice. Late payments shall accrue interest at the rate set forth in the Late Fee field above and Party A may suspend performance for nonpayment after providing written notice and a reasonable cure period.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

3.2 Effect of Termination. Upon termination, Party B shall pay Party A for all work performed and non-cancellable obligations incurred through the effective date of termination. Party A shall deliver all work in progress and reasonable documentation necessary for Party B to transition services.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The Receiving Party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

5. INTELLECTUAL PROPERTY AND DELIVERABLES

5.1 Ownership. Unless the parties agree otherwise in writing, Party A grants to Party B a non-exclusive, worldwide, perpetual license to use deliverables delivered under this Agreement for Party B’s internal business purposes upon full payment. Party A retains ownership of its pre-existing intellectual property and tools.

6. LIABILITY; INDEMNIFICATION

6.1 Limitation of Liability. Except for liability arising from willful misconduct, gross negligence, breaches of confidentiality, or breaches of intellectual property obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of each party for all claims arising out of this Agreement shall not exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

7. 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 in that state for resolution of disputes.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules expressly incorporated by reference, 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 written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

9.1 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all assets.

9.2 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed above, or to such other address as a party may designate in writing.

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