Business Interchange Agreement

BUSINESS INTERCHANGE AGREEMENT

This Business Interchange Agreement ("Agreement") is made and entered into as of by and between:

Provider Name:

Client Name:

RECITALS

WHEREAS, Provider maintains expertise and resources to perform business data exchange, integration, and related interchange services, and Client desires to obtain such services on the terms set forth herein;

WHEREAS, the parties desire to define the scope, compensation, confidentiality obligations, and other terms under which Provider will perform specified interchange services for Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the interchange services described below. Provider shall use commercially reasonable efforts to deliver services in accordance with the specifications, schedules, and standards agreed by the parties.

PAYMENT TERMS

In consideration of Provider's performance, Client shall pay Provider as set forth below. Unless otherwise agreed in writing, all amounts are payable in United States dollars and exclusive of taxes for which Client is responsible.

Provider shall invoice Client in accordance with the payment schedule. Payments shall be due within the number of days specified in the invoice; undisputed amounts not paid when due shall accrue interest as set forth above. Client must notify Provider in writing of any payment dispute within ten (10) days of receipt of the invoice, stating the basis for the dispute.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues through the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any obligation hereunder and fails to cure such breach within the notice period specified above. Termination for convenience requires the notice period specified above and payment of all fees earned through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in written, electronic, or oral 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.

Each party shall: (a) use the other party's Confidential Information only as necessary to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or agents with a need to know and subject to confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the other party's Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall survive expiration or termination of this Agreement for the period specified below.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's negligence or willful misconduct in performing its obligations under this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements, and understandings, whether written or oral. Any amendment or modification must be in a writing signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required or permitted under this Agreement shall be in writing and delivered to the address set forth above or to such other address as a party may designate by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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