Business Impact Agreement

BUSINESS IMPACT AGREEMENT

This Business Impact Agreement ("Agreement") is entered into effective as of by and between Client Name: located at and Service Provider Name: located at .

RECITALS

WHEREAS, Client requires an assessment of potential business, operational and financial impacts arising from the anticipated change or event described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise and resources necessary to evaluate such impacts and to deliver the services set forth in the Scope of Work; and

WHEREAS, the parties desire to define their respective obligations, the deliverables, the payment terms and the allocation of risk with respect to the Services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration of the Services and Deliverables. All fees are exclusive of applicable taxes unless otherwise stated.

Unless otherwise agreed in writing, invoices are due within days of invoice. Client is responsible for any reasonable collection costs and interest on overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and Deliverables completed to the effective date of termination and for any non-cancellable commitments reasonably incurred.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information marked confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available without breach; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of its obligations under this Agreement. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense and settlement of such claim, provided that any settlement that imposes obligations on the indemnified party requires its prior written consent.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

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 conflict of law principles. The parties agree to attempt in good faith to resolve disputes promptly by negotiation; if unresolved, disputes shall be resolved by binding arbitration unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification will be binding unless executed in writing by both parties.

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 party, except to an affiliate or in connection with a merger, sale of substantially all assets or change of control.

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