Business Importance List

BUSINESS IMPORTANCE LIST

This Business Importance List (the Agreement) is entered into by the parties identified below as of the Effective Date set forth herein. The parties intend this document to identify and prioritize business functions and to establish responsibilities and payment terms for services provided in support of those functions.

WHEREAS

WHEREAS, Client Name: and Service Provider Name: (each a Party and together the Parties) desire to document the relative importance of specified business functions and the terms under which services to support those functions will be provided.

WHEREAS, the Parties agree that the identification and prioritization of critical business functions is essential to continuity planning, allocation of resources, and the mitigation of operational risk, and that the Provider will perform services as set forth below in consideration of the Payment Terms described herein.

SCOPE OF WORK

The Provider shall perform the services necessary to support, protect and restore the business functions listed below in accordance with the priorities and recovery objectives set forth on this list.

BUSINESS FUNCTIONS PRIORITY LIST

Identify and rank the business functions in order of criticality. For each function provide the Recovery Time Objective (RTO) and the reasonably anticipated business impact if the function is unavailable for the stated period.

PAYMENT TERMS

In consideration for the services described herein, the Client shall pay Provider the amounts and according to the schedule set forth below. All fees are due in U.S. dollars unless otherwise specified.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least Notice Period (days): days prior to the effective termination date. Termination for cause shall be effective upon written notice if the other party materially breaches and fails to cure within thirty (30) days after receiving written notice of the breach, unless a different cure period is specified in writing.

CONFIDENTIALITY

Each Party shall maintain in confidence all Confidential Information disclosed by the other Party and shall not disclose such information to any third party except as required by law or as authorized in writing. Confidential Information means non-public information 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.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment shall be effective unless in writing and signed by both Parties.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. The Parties further warrant that execution of this Agreement has been duly authorized by all necessary corporate or organizational action.

NOTICES AND CONTACTS

Provide the primary contact for matters relating to the business functions and this Agreement.

ACKNOWLEDGMENT

By signing below, the Parties acknowledge that they have read, understand, and agree to be bound by the terms of this Business Importance List. The Parties confirm that the information provided in the priority list is accurate to the best of their knowledge and that the Provider is authorized to perform the described services.

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