Business GTE Document

BUSINESS GTE DOCUMENT

Parties and Effective Date

Client Name:   Client Address:

Service Provider Name:   Provider Address:

Effective Date:

Recitals (Whereas)

WHEREAS, Client engages Service Provider to perform the services described herein and Service Provider is willing and able to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, both parties desire to set forth the terms governing the scope of work, payment, confidentiality, and other obligations to ensure a commercially reasonable and legally enforceable relationship.

WHEREAS, the parties intend that this Agreement constitute the entire understanding between them with respect to the subject matter and supersede all prior negotiations and agreements.

Scope of Work

Deliverables and Acceptance Criteria:

Payment Terms

Late Payment Fee:   Invoices Due: days from invoice date.

All payments are to be made in United States Dollars unless otherwise agreed in writing. Client shall not withhold or set off any payments except as required by law.

Term and Termination

Term Commencement Date:   Term End Date (if applicable):

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for days after written notice specifying the breach.

Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for services performed or expenses incurred prior to the termination effective date.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether in written, oral, electronic, or other form, 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.

The receiving party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own similar information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure; or (iv) is independently developed without use of the disclosing party's Confidential Information. Where disclosure is compelled by law, the receiving party shall provide prompt written notice and cooperate to seek protective measures.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any other agreement or law. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. Each party's aggregate liability for any claim arising under this Agreement shall not exceed the total amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

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 to first attempt to resolve disputes in good faith through negotiation. If unresolved, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in the selected state.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing, and shall be deemed given upon delivery if delivered personally, upon confirmed receipt if sent by certified mail, or upon confirmation of transmission if sent by electronic mail.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor entity in connection with a merger or sale of substantially all assets.

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