Business Group Deal

BUSINESS GROUP DEAL

This Business Group Deal (the "Agreement") is entered into as of , by and between Party A identified above and Party B identified above (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Party A is engaged in the business of providing products and services described herein and has the capacity and authority to coordinate group arrangements and collective purchasing on behalf of the Business Group;

WHEREAS, Party B organizes and represents a coalition of businesses or affiliates (the "Group Members") for the purpose of securing favorable terms, pricing, and cooperative opportunities; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Party A will provide services, and Party B will coordinate Group Members' participation, to effectuate a group deal under the terms set forth below.

SCOPE OF WORK

Party A shall perform the services and/or provide the goods described below for the Business Group. Party B shall coordinate enrollment, member communications, and any required approvals from Group Members.

PAYMENT TERMS

In consideration of the services and goods provided under this Agreement, Party B (on behalf of participating Group Members where applicable) shall pay Party A as follows.

All sums not paid when due shall accrue interest at the rate stated above and the non-defaulting Party may recover its costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for the other Party's material breach if such breach remains uncured thirty (30) days after written notice specifying the breach, unless a different cure period is agreed in writing.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by either Party to the other, whether oral, written or electronic, that is designated confidential or would reasonably be understood to be confidential under the circumstances. Each Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those of its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect the Confidential Information from unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving Party, or that the receiving Party can demonstrate was independently developed without use of the disclosing Party's Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the selected jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all appendices and exhibits expressly incorporated herein, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

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