Business Overlay Document

Business Overlay Document

This Business Overlay Document (the "Agreement") is entered into as of by and between Client Name: and Provider Name: .

Recitals

WHEREAS, Client Name is engaged in the operation of its business and requires certain overlay services, technical deliverables and related advisory work to support the Client's business operations and commercial initiatives; and

WHEREAS, Provider Name represents that it has the expertise, personnel and capacity to perform the services described in this Agreement and desires to provide such services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.

Parties' Contact Information

Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The scope may be adjusted by mutual written agreement of the parties.

Payment Terms

Client shall pay Provider the fees and expenses set forth below in consideration of the services and deliverables.

Term and Termination

This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Confidentiality

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information of the other party (the "Disclosing Party"). Confidential Information means non-public business, technical, financial or other information disclosed by the Disclosing 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. The Receiving Party shall: (a) not use Confidential Information except to perform under this Agreement; (b) limit disclosure to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care.

Liability; Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

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 exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, together with any attached exhibits or statements of work incorporated by reference, 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 modification, waiver or amendment shall be binding unless executed in writing by authorized representatives of both parties.

Miscellaneous

Assignment is permitted only with the prior written consent of the non-assigning party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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