Business ISE Packet

BUSINESS ISE PACKET

This Business ISE Packet (the Agreement) is made and entered into as of by and between (Company) and (Service Provider).

RECITALS

WHEREAS, Company engages Service Provider to perform an information systems evaluation and related professional services as more particularly described in this Agreement; and

WHEREAS, Service Provider represents that it has the requisite expertise, personnel and resources to perform the services in a professional and workmanlike manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions governing the performance, compensation and confidentiality obligations related to the engagement.

SCOPE OF WORK

Service Provider shall perform the information systems evaluation, security testing, documentation, and advisory services (collectively, Services) described below. The Services shall include all labor, materials, tools, travel, and reporting necessary to complete the Services in accordance with this Agreement.

DELIVERABLES AND SCHEDULE

Deliverables shall include written reports of findings, executive summary, remediation recommendations, and a final presentation. Milestones and target completion dates are set forth below.

Due Date:

Due Date:

Target Completion Date:

PAYMENT TERMS

In consideration for the Services, Company shall pay Service Provider the fees and reimbursements set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing.

Deposit Amount:   Due On:

Final Payment Amount:   Due On:

Late Payment Fee:   Collection Costs: Company shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if such breach remains uncured for a period of 30 days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means information disclosed by either party 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. Confidential Information does not include information that is publicly known through no fault of the receiving party, rightfully received from a third party without restriction, or independently developed by the receiving party without use of Confidential Information.

The receiving party shall (i) protect Confidential Information with at least the same degree of care as its own confidential information, and (ii) not disclose Confidential Information except to its employees, contractors, or advisors who have a need to know and are bound to protect such information. These confidentiality obligations shall continue for years following termination of this Agreement.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider grants Company a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Company's internal business purposes. Service Provider retains ownership of its pre-existing materials, methodologies, tools and know-how. Any new intellectual property expressly assigned shall be set forth in a separate written schedule attached hereto.

LIMITATION OF LIABILITY AND INDEMNITY

Except for liability arising from willful misconduct or gross negligence, and except for breaches of confidentiality or indemnity obligations, each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Company to Service Provider under this Agreement. Service Provider shall indemnify and hold Company harmless from claims caused by Service Provider's negligence or breach of this Agreement.

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 law principles.

NOTICES

All notices and communications hereunder shall be in writing and delivered to the addresses below or such other address as a party may designate in writing.

ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules, and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

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