Business Locked Document

BUSINESS LOCKED DOCUMENT

THIS BUSINESS LOCKED DOCUMENT (the "Agreement") is 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 .

WHEREAS

WHEREAS, Client seeks to retain Provider to perform certain business services as described herein, and Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services, including requirements for restricted access to specific business information and locked materials, and the handling, storage and return of locked materials upon termination.

WHEREAS, the parties intend that certain deliverables and information be subject to the security, access and confidentiality restrictions set forth below.

SCOPE OF WORK

Deliverables subject to this Agreement (collectively, "Locked Materials") shall be prepared, stored and maintained by Provider in a manner that prevents unauthorized access. Provider shall maintain an inventory of Locked Materials and provide such inventory to Client upon reasonable request.

PAYMENT TERMS

All amounts are payable in lawful currency. Client shall pay undisputed invoices in accordance with the Payment Schedule. Disputed portions of an invoice do not excuse payment of undisputed amounts. Late payments shall accrue interest as set forth in the Late Fee field above and Provider may suspend access to Locked Materials upon thirty (30) days' written notice if amounts remain outstanding.

TERM AND TERMINATION

Term: This Agreement shall commence 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 to the other party not less than Notice Period (days): days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice describing the breach. Upon termination, Provider shall return all Locked Materials to Client and certify in writing that no copies remain in Provider's possession or control, except for archival backups retained in accordance with the parties' written agreement.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other relating to business plans, financial data, trade secrets, customer lists, Locked Materials and other proprietary materials whether disclosed orally, visually or in writing. Provider shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who reasonably need access to perform the services and who are bound by confidentiality obligations at least as protective as those set forth herein.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the receiving party prior to disclosure as evidenced by written records; or (iii) is rightfully obtained by the receiving party from a third party without restriction. If Provider is required by law or valid process to disclose Confidential Information, Provider shall give Client prompt written notice and, to the extent permitted by law, cooperate with Client in seeking confidential treatment or a protective order.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or stock. Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Remedies: The parties agree that a breach of the confidentiality or Locked Materials provisions would cause irreparable harm for which monetary damages would be an inadequate remedy and that equitable relief may be awarded in addition to any other remedies.

NOTICES

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