Business Preview Package

BUSINESS PREVIEW PACKAGE

This Business Preview Package Agreement ("Agreement") is entered into as of Effective Date: by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Provider has developed certain business preview materials, demonstrations, proposals and supporting documentation relating to Provider's products, services and methodologies (collectively, "Preview Materials"); and

WHEREAS, Client wishes to receive a limited Preview Package from Provider for the purpose of evaluating Provider's services and suitability for a potential engagement under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term and other material terms governing the provision and use of the Preview Materials.

SCOPE OF WORK

Provider shall deliver a Business Preview Package to Client consisting of the following deliverables, services and demonstrations. Provider will perform the Scope of Work in a professional manner consistent with industry standards.

PAYMENT TERMS

Any undisputed amount not received by Provider within days after the due date shall accrue interest at or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated as provided herein, will expire on End Date: .

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Upon termination for convenience Client shall pay Provider for all work performed and reasonable costs incurred through the effective date of termination.

Either party may terminate immediately upon written notice for material breach that remains uncured thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether in oral, written or electronic form, and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall: (a) use Confidential Information solely to evaluate and perform the Preview Package; (b) restrict disclosure to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to Recipient without restriction prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid legal process, provided Recipient gives prior written notice and cooperates with the disclosing party in any lawful effort to limit disclosure.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and the Preview Materials. Client is granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Preview Materials solely for the internal evaluation of Provider's services. Except as expressly set forth in this Agreement, no rights or licenses are granted by implication, estoppel or otherwise.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement. Neither party shall be liable for incidental, consequential, punitive or special damages. Client shall indemnify, defend and hold harmless Provider from third party claims arising from Client's misuse of the Preview Materials or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules.

ENTIRE AGREEMENT

This Agreement 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 oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of the parties: Provider is an independent contractor. Neither party shall assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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