Business PIM Document

BUSINESS PIM DOCUMENT

This General Business Agreement ("Agreement") is made effective as of Month Day Year by and between Company Name: (hereinafter "Company") and Provider Name: (hereinafter "Provider").

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain product information management, data structuring, content enrichment and related services as more particularly described in this Agreement; and

WHEREAS, Provider has represented that it has the expertise, personnel and systems necessary to provide the services in a professional manner, and Company wishes to retain Provider on the terms and conditions set forth herein.

SCOPE OF WORK

Provider shall perform the services described below and in any attachments expressly incorporated into this Agreement. Provider will deliver completed work consistent with the specifications, timelines and acceptance criteria set forth in the Scope of Work.

PAYMENT TERMS

Company shall pay Provider the fees described below in consideration for the services and deliverables provided under this Agreement. All amounts are stated in the currency indicated and exclude applicable taxes unless otherwise specified.

Invoices shall be submitted by Provider and are due within days of receipt. Late payments shall accrue interest at the lesser of (i) the rate of or (ii) the maximum rate permitted by applicable law. Provider may suspend performance for undisputed amounts more than days past due following written notice.

TERM AND TERMINATION

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

Start Date: Month Day Year .

End Date: Month Day Year .

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within days after written notice specifying the breach. Company may terminate this Agreement for convenience upon days' prior written notice to Provider. Termination shall not relieve Company of the obligation to pay for services performed and accepted prior to the effective date of termination, subject to set-off for proven damages resulting from Provider's breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" includes nonpublic business, technical and financial information, product data, pricing, customer lists and any data designated in writing as confidential or that by its nature should reasonably be understood to be confidential. The obligations in this section shall not apply to information which: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates in any lawful efforts to limit disclosure.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider grants to Company a perpetual, worldwide, non-exclusive, royalty-free license to use the deliverables delivered under this Agreement solely for Company's internal business purposes. Provider shall retain ownership of Provider's pre-existing tools, methodologies, software and know-how. Any third-party software components included in deliverables will be subject to the applicable third-party license terms.

REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES; THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY COMPANY TO PROVIDER IN THE 12 MONTHS PRECEDING THE CLAIM.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If negotiation fails, the dispute shall be resolved by binding arbitration administered in the selected jurisdiction, unless otherwise mutually agreed in writing.

MISCELLANEOUS; ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or understandings, written or oral. No amendment or waiver shall be binding unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses for each party below.

ADDITIONAL PROVISIONS

Relationship of the parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between them. Provider shall be solely responsible for all employment taxes, benefits and other obligations for Provider's personnel.

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