Business Package R3pack

Business Package R3pack — General Business Agreement

This Business Package R3pack Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: and Client Name: .

Parties and Addresses

WHEREAS

WHEREAS, Service Provider develops, packages and delivers a defined set of business services and deliverables collectively identified as the Business Package R3pack (the "Package"), and Client desires to obtain the Package pursuant to the terms of this Agreement.

WHEREAS, Service Provider will perform the services described in this Agreement in reliance on the representations and information provided by Client and subject to the payment, confidentiality, and limitation terms set forth herein.

WHEREAS, the parties intend this Agreement to define the scope, payment, confidentiality, and other terms that govern delivery of the Package and the parties' respective obligations.

Scope of Work

Service Provider shall provide the Package deliverables and related services as detailed below. The parties agree that any material change to the scope will require written amendment and may entitle Service Provider to additional fees.

Payment Terms

In consideration for the services and deliverables described in this Agreement, Client shall pay Service Provider as follows.

Payments shall be due within days of invoice unless otherwise agreed in writing. Late payments shall accrue interest as set forth below.

If Client fails to pay any undisputed amount when due, Service Provider may charge a late fee equal to the greater of (a) per month on the outstanding balance, or (b) a flat fee of .

Term and Termination

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancelable commitments incurred on Client's behalf.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked or identified as confidential or that by its nature a reasonable person would understand to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) restrict disclosure to those employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, court order, or competent authority, provided the receiving party gives prompt notice and cooperates to seek protective measures.

Limitation of Liability

Except for each party's indemnification obligations and willful misconduct, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Service Provider in the twelve (12) months 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. Venue for any dispute arising under this Agreement shall be the state or federal courts located within the same state unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including all exhibits, schedules and incorporated statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship. Notices shall be in writing and delivered to the addresses set forth above or to such other addresses as a party may designate by written notice.

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