Business Parameter Sheets

BUSINESS PARAMETER SHEETS

Effective Date:

WHEREAS

WHEREAS, Client Name: seeks to engage Provider Name: to perform certain services described herein under the terms set forth in this Business Parameter Sheets and any subsequently executed agreements consistent with these parameters.

WHEREAS, the parties desire to record key commercial and operational parameters, including scope, deliverables, schedule, payment terms, confidentiality obligations and governance provisions, to form the basis for a binding service arrangement.

PARTIES AND CONTACTS

SCOPE OF WORK

Description of Services: The Provider will perform the services described below in accordance with the specifications, milestones and acceptance criteria set forth in this parameter sheet. The parties agree that the Scope of Work below enumerates the primary responsibilities and that any material deviation shall require prior written change authorization signed by both parties.

DELIVERABLES AND SCHEDULE

Deliverable 1: Due Date:

Deliverable 2: Due Date:

Additional Deliverables or Acceptance Criteria:

PAYMENT TERMS

Total Contract Fee:

Invoicing Frequency:

Late Payment Fee:

Reimbursable Expenses: Reimbursable    Expense Approval Process:

TERM AND TERMINATION

Initial Term Start Date:    End Date or Renewal Mechanism:

Termination Notice Period (days):

CONFIDENTIALITY

Each party shall treat as confidential and shall not disclose to any third party any non-public technical, commercial or business information of the other party disclosed in connection with this engagement ("Confidential Information"). Confidential Information excludes information that is (a) in the public domain through no breach of this agreement, (b) independently developed without use of the other party's Confidential Information, or (c) rightfully obtained from a third party without restriction. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW

This parameter sheet and any agreements executed pursuant to it shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Business Parameter Sheets, together with any written statements of work or change orders signed by authorized representatives of both parties that expressly reference this document, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior oral or written understandings. No modification of these parameters will be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PARAMETERS

ACKNOWLEDGMENTS

The undersigned represent and warrant that they are authorized to execute this Business Parameter Sheets on behalf of the respective parties and that the information and parameters set forth above accurately reflect the commercial and legal framework to be implemented.

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