Business Packet Caramor

BUSINESS PACKET CARAMOR

Effective Date:

Parties

Service Provider Name:

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services and solutions described as: ; and

WHEREAS, Client desires to retain Service Provider to perform certain services for Client and Service Provider agrees to provide such services under the terms set forth in this Packet Caramor;

Scope of Work

Service Provider shall provide the services, deliverables and milestones described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth in this section in consideration for the services provided.

All payments are due in accordance with the invoicing terms. If Client fails to pay undisputed amounts when due, Service Provider may suspend performance after providing written notice and a ten (10) day opportunity to cure. Client shall be responsible for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon providing the notice period set forth above. Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination and for any work-in-progress reasonably necessary to bring deliverables to a deliverable state.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to receipt without restriction on disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by obligations of confidentiality no less restrictive than those in this Agreement. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, tools, methodologies and know-how used in performing the services. Upon full payment of all fees due, Service Provider grants to Client a non-exclusive, non-transferable license to use the final deliverables solely for Client's internal business purposes. Any third-party materials incorporated into deliverables remain subject to their respective licenses.

Indemnification; Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER DURING THE SIX (6) 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.

Entire Agreement

This Agreement, including any attachments, exhibits, statements of work and accepted change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses set forth above by hand, recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties are independent contractors and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

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