Business Ground Rules

BUSINESS GROUND RULES

This Business Ground Rules Agreement (Agreement) is entered into by the parties identified below for the purpose of establishing operational, communication, payment and confidentiality protocols governing their business relationship.

Parties

Party A Name:

Party B Name:

WHEREAS

WHEREAS, Party A operates a business providing products and/or services and requires consistent operational standards and communication protocols to coordinate engagements; and

WHEREAS, Party B has agreed to perform certain services or deliver certain goods under terms that will be governed by this Agreement and desires clear rules regarding scope, scheduling, payment, confidentiality, and dispute resolution; and

WHEREAS, the parties wish to reduce to writing a set of business ground rules that will apply to their engagements, whether by individual statements of work or ongoing collaboration.

Scope of Work

Additional deliverables, milestones, acceptance criteria, and responsibilities shall be documented in Statements of Work issued under this Agreement and incorporated by reference.

Business Conduct and Operational Rules

1. Communication: Primary business contacts and escalation points will be maintained for each party. Party A Contact: — Party B Contact:

2. Response Times: Routine inquiries shall receive an acknowledgement within and substantive responses within unless otherwise agreed in writing.

3. Meetings and Reporting: Regular status meetings shall occur at the cadence set forth in applicable Statements of Work, with meeting agendas and minutes distributed within after each meeting.

4. Subcontracting: Use of subcontractors requires prior written notice; the contracting party remains responsible for performance and compliance with these Ground Rules.

Payment Terms

Total Agreed Amount: $

Invoices shall be submitted in accordance with the payment schedule. Payment is due within days of a properly submitted invoice. Late payments shall incur a late fee of per month on the outstanding balance, compounded monthly to the extent permitted by law.

Unless otherwise stated, prices are exclusive of taxes. Each party is responsible for taxes imposed on that party. Payment methods and remittance details shall be specified on invoices.

Term and Termination

Term Commencement Date: — Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breach is not cured within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Each receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law, provided it gives prompt notice and cooperates with reasonable efforts to limit disclosure or obtain protective measures.

Intellectual Property and Records

Unless otherwise agreed in writing, each party retains all right, title and interest in its pre-existing intellectual property. Work product conceived or developed specifically for a party pursuant to a Statement of Work shall be owned as set forth in that Statement of Work. Each party shall maintain complete and accurate records relating to performance and invoices for a period of at least three (3) years following termination of this Agreement.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located within the county of the governing state, and each party consents to exclusive jurisdiction and venue therein.

Representations; Warranties; Indemnity

Each party represents that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Each party shall comply with applicable laws and shall indemnify and hold harmless the other party from claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

Entire Agreement; Amendment

This Agreement, together with any incorporated Statements of Work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior proposals, understandings and agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets. Notices required 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 in writing.

Severability: If any provision is held unenforceable, the remainder of the Agreement shall remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach.

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