Business MTB Document

BUSINESS MTB DOCUMENT

This Business MTB Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client is engaged in commercial activities requiring specialized management, technical and business services related to MTB operations and desires to obtain such services from Contractor; and

WHEREAS, Contractor represents that it has the experience, personnel and resources necessary to provide the services described herein and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services and associated payment, confidentiality and termination provisions.

SCOPE OF WORK

PAYMENT TERMS

All payments shall be due in accordance with invoices issued by Contractor. Client shall pay undisputed amounts within the period set forth above. Disputed amounts must be identified in writing within ten (10) business days of receipt of invoice; the parties shall negotiate in good faith to resolve any such dispute. Interest on overdue amounts shall accrue at the Late Payment Fee set forth above.

TERM AND TERMINATION

Term Commencement Date:   Term Expiry Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the nature of the breach; provided that material failure to pay undisputed amounts shall permit termination after ten (10) days' written notice. Termination shall not relieve Client of obligations to pay for services rendered and reimbursable expenses incurred prior to termination, subject to any mutually agreed set-off for proven and documented damages.

The parties agree that certain breaches (including unauthorized disclosure of Confidential Information or criminal conduct) shall permit immediate termination without notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (i) protect Confidential Information of the other with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations survive termination for a period of three (3) years, or longer if required by applicable law for trade secrets.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified above, without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration conducted in the designated jurisdiction, or by the courts of competent jurisdiction if arbitration is not enforceable, as the parties may mutually agree in writing.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all Schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, proposals and representations. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the other party's prior written consent, except that Contractor may assign to an affiliate or to a successor in interest in connection with a merger, sale of substantially all assets, or corporate reorganization.

Limitation of Liability: To the maximum extent permitted by law, neither party will be liable to the other for special, incidental, indirect or consequential damages, including lost profits, arising out of or related to this Agreement, except for liability arising from willful misconduct or gross negligence. Each party's aggregate liability for direct damages will not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

NOTICES

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