Business PGI Document

BUSINESS PGI DOCUMENT

This Business PGI Document (the "Agreement") is made and entered into as of by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, the Client requires certain professional goods, services, and the grant of limited proprietary rights to enable Client business operations and commercial exploitation of deliverables; and

WHEREAS, the Provider has represented that it possesses the competency, personnel, and authority to perform the services and to grant the rights set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will perform the services, deliver related work product, and grant specified proprietary or intellectual rights to the Client, all on the terms set forth below.

SCOPE OF WORK

The Provider shall perform the services and deliverables described below. The Provider agrees to perform such services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Provider's performance, the Client shall pay the Provider as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

All undisputed invoices not paid within thirty (30) days of invoice due date shall accrue interest at the rate set forth above and the Client shall be responsible for reasonable collection and legal costs incurred by the Provider in collecting overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Section, shall continue until .

Either party may terminate this Agreement for material breach by the other party upon written notice if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of the obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or by its nature should reasonably be considered confidential. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to personnel and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) employ 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.

The obligations set forth in this Section shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the other party's Confidential Information. Disclosure required by law or court order is permitted only after prompt notice to the disclosing party to allow it to seek protective measures.

INTELLECTUAL PROPERTY AND GRANT

Unless otherwise agreed in writing, the Provider shall retain ownership of pre-existing intellectual property and tools. Upon full payment of amounts due under this Agreement, the Provider grants to the Client a non-exclusive, worldwide, transferable license to use, reproduce, and distribute the deliverables described in the Scope of Work for the Client's business purposes, subject to any limitations set forth herein. The Provider warrants that it has the right to grant such license and that the deliverables will not infringe third-party intellectual property rights.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located therein for any dispute arising out of or relating to this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property provisions, neither party shall be liable to the other for incidental, consequential, indirect, punitive, or special damages, and each party's aggregate liability under this Agreement shall be limited to the total amounts paid or payable by the Client to the Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

ENTIRE AGREEMENT

This Agreement, together with any attachments and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth in the Parties section above, or to such other address as a party may designate by notice delivered pursuant to this section. Notices shall be deemed received upon delivery if delivered personally, on the next business day if delivered by overnight courier, or three (3) business days after mailing by certified mail.

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