Business Merged Documents

Business Merged Documents

This Business Merged Documents Agreement ("Agreement") is made effective as of by and between the parties set forth below.

Recitals

WHEREAS, Party A and Party B each possess certain documents, deliverables and operational components that the parties intend to consolidate, harmonize and operate together as described in this Agreement (the "Merged Documents"); and

WHEREAS, Party A represents that it owns or has rights to contribute the materials and documents listed in the Scope of Work and Party B represents that it will perform the integration, adaptation and administration services necessary to produce the consolidated business deliverables; and

WHEREAS, the parties desire to set forth the terms and conditions under which the merged deliverables will be produced, delivered and governed.

Scope of Work

The parties agree that Party B shall perform the following work to consolidate and produce the Merged Documents. Party B shall exercise commercially reasonable efforts, industry standard practices and qualified personnel in the performance of the services described below.

Payment Terms

In consideration for the services and delivery of the Merged Documents, Party A shall pay Party B in accordance with the following terms.

Unless otherwise agreed in writing, amounts not paid when due shall accrue interest at the rate specified above and the non-defaulting party may suspend performance until payment is brought current.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any remedies available at law or equity.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use, except to perform its obligations under this Agreement, any confidential or proprietary information of the other party (the "Disclosing Party"). Confidential Information includes, without limitation, documents, financial information, business processes, customer data, technical information and any materials or information identified as confidential or that a reasonable person would understand to be confidential.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) is lawfully 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 valid process, provided the Receiving Party gives prompt written notice to the Disclosing Party to permit a protective order or other remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or for archival backup purposes.

Governing Law; Jurisdiction

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any disputes arising out of or related to this Agreement.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses above or such other address as a party designates by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered.

Entire Agreement

This Agreement, including any exhibits and written attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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