Business Grouse Document

BUSINESS GROUSE DOCUMENT

This Business Grouse Document (the "Agreement") is entered into on by and between the parties set forth below.

Parties

Recitals

WHEREAS, Company A has submitted a formal grouse concerning the performance, conduct, or contractual obligations of Company B arising out of prior commercial dealings between the parties; and

WHEREAS, Company B acknowledges receipt of the grouse and the parties desire to document a structured resolution process, including remedial obligations, payments (if any), confidentiality, and dispute resolution; and

WHEREAS, the parties intend by this Agreement to settle and resolve the matters described herein without further litigation, subject to the terms and conditions set forth below.

Scope of Work / Remedial Actions

The parties agree that the remedial actions to be undertaken by the responding party to address the grouse are as follows. The responding party will perform the work described in the box below in a commercially reasonable manner and in accordance with accepted industry practices.

Payment Terms

As consideration for the remedial actions and any settlement, the parties agree the Respondent will pay the Complainant the total amount of USD, subject to the payment schedule below.

Late payments shall incur a late fee of (if expressed as dollars, include the symbol; if expressed as percentage, enter numeric percentage). In addition to the late fee, overdue amounts shall accrue interest at % per month until paid in full. Interest and late fees are cumulative and survive termination of this Agreement to the extent permitted by law.

Term and Termination

This Agreement shall commence on the Start Date: and continue until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach; provided that breaches that cannot be cured within thirty (30) days may be cured within a commercially reasonable cure period if the breaching party commences cure within the thirty (30) day period and diligently pursues completion of the cure.

Confidentiality

Each party (the "Receiving Party") shall keep strictly confidential and shall not use or disclose to any third party any non-public information of the other party ("Confidential Information") disclosed in connection with this Agreement, except as expressly permitted by this Agreement or required by law. Confidential Information excludes information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party’s possession prior to disclosure; or (c) is independently developed by the Receiving Party without use of the disclosing party’s Confidential Information.

The confidentiality obligations set forth herein shall remain in effect for a period of years from the date of disclosure, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Representations; Indemnification; Limitation of Liability

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. Each party agrees to indemnify, defend and hold harmless the other from and against any third-party claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RESPONDENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Dispute Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the parties cannot resolve the dispute within thirty (30) days, the dispute shall be submitted to non-binding mediation before a mutually agreed mediator. If mediation is unsuccessful, either party may pursue any available legal or equitable remedies.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that the state and federal courts located within the chosen state shall have exclusive jurisdiction and venue for any action arising out of this Agreement that is not subject to arbitration.

Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules attached hereto, 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 oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in a written instrument signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be reformed to the minimum extent necessary to make it enforceable. Headings are for convenience only and shall not affect interpretation.

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