Business KTS Document

BUSINESS KTS DOCUMENT

This Business KTS Document (the Agreement) is made effective as of by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain knowledge transfer, technical services, and related consulting activities identified in this Agreement; and

WHEREAS, Provider has the requisite experience, personnel, and capability to perform the services and deliverables described herein and is willing to provide such services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described above and deliver the agreed deliverables in accordance with the schedule set forth in the Scope of Work. Provider will assign personnel with appropriate skills and qualifications and shall use commercially reasonable efforts to meet agreed milestones.

PAYMENT TERMS

All fees are due within the payment terms stated above from the date of invoice. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance, provided such expenses are itemized and supported by documentation. Overdue amounts shall accrue the late payment fee set forth above and may be suspended from further performance until payment is made.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective termination date. Upon termination for convenience, Client will pay Provider for all services performed and documented reimbursable expenses incurred through the effective termination date.

Either party may terminate immediately for material breach if the breaching party fails to cure the breach within 15 days after written notice specifying the breach. Termination for cause does not limit either party from seeking equitable or other remedies available under law.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether orally or in writing, 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 excludes information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided the disclosing party is given prompt notice and reasonable assistance in seeking a protective order.

The receiving party shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any Schedules or Exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against third-party claims arising from the indemnifying party’s gross negligence or willful misconduct in performing under this Agreement, subject to the indemnified party providing prompt notice and reasonable cooperation.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below has been duly authorized to execute this Agreement on behalf of such party.

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