Business Governance Program

BUSINESS GOVERNANCE PROGRAM

This Business Governance Program Agreement ("Agreement") is entered into as of by and between:

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client operates a business and seeks to develop, implement and maintain a corporate governance framework to strengthen accountability, compliance, risk oversight and board effectiveness; and

WHEREAS, Provider represents that it possesses the requisite experience, personnel and methodologies to design and deliver a Business Governance Program tailored to Client's organizational structure and objectives; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Provider will design, deliver and assist Client in implementing a Business Governance Program that may include, without limitation, the items checked below and the detailed tasks described in the Scope of Work field.

2. PAYMENT TERMS

All invoices are due in accordance with the payment schedule. Client shall pay undisputed amounts within the stated period. Late payments accrue interest at the rate described above and Provider may suspend services if payment is more than thirty (30) days overdue after written notice.

3. TERM AND TERMINATION

Term Start:    Term End:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach is permitted if the breaching party fails to cure within thirty (30) days after written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed through the effective termination date.

4. CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by a party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written or electronic. Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, consultants or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. If disclosure is compelled by law, the Receiving Party shall provide prompt written notice to the Disclosing Party and cooperate to seek confidential treatment or a protective order.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing methodologies, templates, tools and intellectual property. Provider grants Client a non-exclusive, perpetual, worldwide license to use delivered governance materials, documents and templates solely for Client's internal business purposes. Client shall not resell Provider's materials or use them for services to third parties without Provider's prior written consent.

6. INDEMNIFICATION AND LIABILITY

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. CHANGE ORDERS

Any material change to the Scope of Work, schedule or fees shall require a written change order signed by authorized representatives of both parties describing the modification, any change in fees and revised milestones. Provider shall not be obligated to perform additional work without an executed change order.

8. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail or overnight courier and shall be deemed given upon receipt.

9. 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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

10. ENTIRE AGREEMENT AND MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or waiver must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Provider may assign to an affiliate or in connection with a sale of substantially all assets.

11. AUTHORITY

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that such party shall be bound by the terms herein.

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