Business Packaging System

BUSINESS PACKAGING SYSTEM AGREEMENT

This Business Packaging System Agreement (the "Agreement") is made effective as of by and between Service Provider Name: (the "Provider") and Client Name: (the "Client"). The Provider and the Client may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Provider is engaged in the business of designing, supplying, installing and maintaining packaging systems, equipment, and related software for commercial use; and

WHEREAS, the Client desires to procure from the Provider a Business Packaging System, including equipment, integration services and ongoing support, subject to the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to delivery, installation, payment and confidentiality in this Agreement.

SCOPE OF WORK

The Provider shall supply, install, integrate and commission the Business Packaging System described below and perform any related services as agreed in writing by the Parties. Key deliverables shall include hardware procurement, system configuration, staff training and initial acceptance testing.

PAYMENT TERMS

The Client shall pay the Provider the fees set forth below in consideration for the Provider's performance under this Agreement. Payment obligations are unconditional except as expressly provided herein.

Late payments shall bear interest at the rate specified below and the Provider may suspend performance for failure to pay when due after providing the Client written notice and a reasonable period to cure.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in effect until the End Date or until earlier terminated in accordance with this section.

Commencement Date:     Termination Date:

Either Party may terminate this Agreement for the other's material breach if such breach remains uncured thirty (30) days after written notice specifying the breach. Additionally, either Party may terminate for convenience upon providing the notice period indicated below and payment for all work performed to the date of termination.

CONFIDENTIALITY

Each Party acknowledges that in connection with performance under this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means non-public information clearly 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 (i) use Confidential Information only for the purposes of performing its obligations under this Agreement, (ii) restrict disclosure to those employees, agents and contractors with a need to know, and (iii) protect Confidential Information with at least the same degree of care it uses for its own confidential information but in no event less than reasonable care. Confidential Information shall not include information that (a) is or becomes publicly available without breach, (b) was rightfully in the receiving Party's possession prior to disclosure, or (c) is independently developed without use of the disclosing Party's Confidential Information.

The undersigned acknowledges the confidentiality obligations set forth above and agrees to be bound thereby.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breach of confidentiality, neither Party shall be liable to the other for incidental, consequential, punitive or special damages. The Parties' aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Provider under this Agreement during the six (6) month period preceding the event giving rise to 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 law principles. The Parties agree that venue for any dispute shall be in the courts of such state.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto, 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. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer of control to an affiliated entity. Notices under this Agreement shall be in writing and delivered to the billing contact or such other address as a Party designates in writing.

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