Business Pricing Schedule

BUSINESS PRICING SCHEDULE

This Business Pricing Schedule (the "Schedule") is made effective as of by and between:

WHEREAS, Client Name: (the "Client"); and

WHEREAS, Service Provider: (the "Provider"), desires to set forth the pricing, payment terms and related conditions for the services described below.

Scope of Work

The Provider shall perform the services and deliverables as described in this Schedule and any attached statements of work. The parties agree that the work scope shall include, at minimum, the items described below and any additional tasks agreed in writing.

Pricing Schedule

The Client shall pay the Provider in accordance with the following itemized pricing. Unit prices are exclusive of applicable taxes unless otherwise stated.

Payment Terms

Payments shall be made in U.S. dollars unless otherwise agreed. Invoices will be issued in accordance with the Payment Schedule below and are due when stated on each invoice.

Late payments shall incur interest at per month (or the maximum permitted by law) on the outstanding balance, with a minimum late charge of .

Term and Termination

This Schedule commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this section.

Either party may terminate this Schedule for material breach if the breach is not cured within the notice period set forth above. Termination shall not relieve the Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination, including any non-cancellable commitments made by the Provider in good faith.

Confidentiality

Each party (the "Recipient") shall protect Confidential Information of the other party (the "Discloser") 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 includes pricing, trade secrets, technical data, business plans and any information identified as confidential in writing.

The Recipient shall not disclose Confidential Information to third parties except to those employees, contractors, or affiliates who need to know for performance and who are bound by confidentiality obligations at least as restrictive as those herein. Obligations of confidentiality do not apply to information that is or becomes public through no fault of the Recipient, is rightfully received from a third party without restriction, or is independently developed without use of the Discloser's Confidential Information.

Governing Law

This Schedule and any dispute arising out of or relating 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; Amendments

This Schedule, together with the underlying Master Services Agreement or other governing agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior proposals, negotiations and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Assignment and Subcontracting

Neither party may assign its rights or delegate its obligations under this Schedule without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Provider may subcontract portions of the work provided it remains responsible for subcontractor performance.

Limitations of Liability

To the fullest extent permitted by law, each party's aggregate liability to the other arising out of or related to this Schedule shall not exceed the total amount paid or payable to Provider under this Schedule during the twelve (12) month period preceding the claim. Neither party shall be liable for indirect, incidental, special or consequential damages.

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