Business Integrated Document

BUSINESS INTEGRATED DOCUMENT

This Business Integrated Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , with principal place of business at , and Service Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires to engage Provider to integrate, coordinate and deliver certain business systems, services and deliverables as described herein and Provider has represented that it has the necessary expertise, personnel and resources to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the complete, integrated understanding of their respective rights and obligations with respect to the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

1.1 Services. Provider shall perform the integration, coordination and implementation services, deliverables and related professional services described below. All services shall be performed in a professional and workmanlike manner in accordance with industry standards.

1.2 Change Orders. Any changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties specifying the changes, any resulting adjustment to fees and schedule, and any other terms affected thereby.

2. PAYMENT TERMS

2.1 Fees. Client shall pay Provider the total fee in the amount of (the "Fees") in accordance with the schedule below.

2.2 Invoicing and Payment. Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, all undisputed amounts invoiced are due within days of invoice receipt. Payments shall be made in lawful currency of the United States.

2.3 Late Payment. Any undisputed amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, computed from the due date until paid. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience by providing the other party written notice at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") either directly or indirectly that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted in writing by Disclosing Party or as required by law, provided Receiving Party gives prompt notice to Disclosing Party when disclosure is compelled.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was known to Receiving Party prior to disclosure as shown by written records; (c) becomes available from a third party not subject to confidentiality obligations; or (d) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information.

4.4 Duration. The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS; WARRANTIES; LIMITATIONS

Each party represents and warrants that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for willful misconduct or gross negligence, in no event shall either party be liable to the other for special, incidental, consequential, punitive or exemplary damages, whether based on contract, tort (including negligence), strict liability or other legal theory, even if advised of the possibility of such damages.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below via hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture, employment, or agency relationship.

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