Business GT Letter

BUSINESS GT LETTER

This Business GT Letter (the "Letter") is made effective as of by and between (Company) with principal address , and (Counterparty) with principal address .

WHEREAS

WHEREAS, Company is engaged in the business of providing certain goods, services, and business terms described herein and has the capacity to perform such obligations under commercially reasonable standards;

WHEREAS, Counterparty desires to retain Company to provide the services and accept the terms set forth in this Letter, and Company is willing to provide such services on the terms and conditions set forth below;

WHEREAS, the parties intend for this Letter to memorialize the general terms, payment mechanisms, confidentiality obligations, and the governing law applicable to their relationship.

SCOPE OF WORK

Company shall perform the services and deliverables described below. The parties acknowledge that the specific tasks, milestones, acceptance criteria, and deliverable formats are set forth hereunder and may be further detailed in written attachments executed by both parties.

PAYMENT TERMS

In consideration for the services, Counterparty shall pay Company the amounts and according to the schedule set forth below. All amounts are payable in lawful currency and exclusive of any taxes unless otherwise agreed.

TERM AND TERMINATION

The term of this Letter shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Letter for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as expressly permitted herein. "Confidential Information" means non-public information disclosed in writing or orally that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information only for the purposes of performing its obligations under this Letter; (b) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Letter; and (c) use at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination of this Letter for years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Letter; (ii) was in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable to the other for any consequential, incidental, special, punitive or indirect damages, and each party's aggregate liability for claims arising out of or related to this Letter shall be limited to amounts actually paid under this Letter during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising from or related to this Letter.

ENTIRE AGREEMENT

This Letter, together with any attachments, exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, understandings, representations and agreements, whether written or oral. No amendment or waiver of any provision of this Letter shall be effective unless in a writing signed by both parties.

MISCELLANEOUS

If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its duties under this Letter without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices required or permitted under this Letter shall be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing. Delivery by certified mail, courier, or email (with confirmation) shall be effective upon receipt.

IN WITNESS WHEREOF, the parties have executed this Business GT Letter as of the Effective Date first written above.

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