Business Graph Template

BUSINESS GRAPH TEMPLATE

This Business Graph Template Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider specializes in the preparation, design and delivery of business graphs, visualizations and associated data exports for reporting and presentation purposes; and

WHEREAS, Client desires to engage Provider to create one or more business graphs and deliverables in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective responsibilities, compensation, ownership of deliverables and confidentiality obligations in writing.

SCOPE OF WORK

Provider shall design, develop and deliver the business graph(s) and related materials described below. The specific tasks, formats and acceptance criteria are set forth in this Scope of Work.

GRAPH SPECIFICATIONS

DELIVERABLES & SCHEDULE

PAYMENT TERMS

Client shall pay Provider the fees described below in consideration for the services and deliverables.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for any material breach by the other party that remains uncured for after written notice. Termination for convenience is permitted upon prior written notice with payment for work performed and non-cancellable commitments.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical and financial information disclosed in connection with this Agreement. Each recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the recipient, was already known to the recipient without obligation of confidentiality, or is required to be disclosed by law or valid legal process (provided the disclosing party is given prompt notice of such requirement to seek protective measures).

INTELLECTUAL PROPERTY

Subject to Client's payment in full of all fees due, Provider assigns to Client all right, title and interest in the final delivered graph files and associated data exports specifically created for Client under this Agreement. Provider retains ownership of Provider's pre-existing tools, methods, templates, algorithms and know-how. Provider grants Client a non-exclusive, perpetual license to any proprietary materials retained by Provider to the extent necessary to use the delivered deliverables. If any third-party materials are incorporated into the deliverables, parties will identify them in writing and obtain necessary licenses; costs for such third-party licenses shall be borne by Client unless otherwise agreed.

LIMITATION OF LIABILITY; WARRANTY

Provider warrants that deliverables will materially conform to the specifications set forth in this Agreement. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, DELIVERABLES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM, AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the dispute is not resolved through negotiation within 30 days, the parties may pursue any remedy available at law or in equity in courts of competent jurisdiction in the chosen governing law jurisdiction.

ENTIRE AGREEMENT; MISCELLANEOUS

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

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate by written notice) and will be deemed given upon personal delivery or three (3) days after deposit with a nationally recognized courier or postal service.

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