Business Priority Document

BUSINESS PRIORITY DOCUMENT

THIS BUSINESS PRIORITY DOCUMENT (the "Document") is entered into as of by and between Business Name: located at Address: and Counterparty Name: located at Address: .

WHEREAS

WHEREAS, Business represents that it provides goods and/or services in the ordinary course of its business and requires prioritization of certain deliverables or payments to ensure continuity and commercial stability; and

WHEREAS, Counterparty desires that Business treat specified obligations with defined priority and agrees to the terms set forth herein to secure such priority handling; and

WHEREAS, the parties intend for this Document to allocate responsibilities, payment priority and remedies between the parties with respect to prioritized work.

PRIORITY LEVEL

The parties agree that the matters described in this Document shall be accorded the following priority designation:

High priority — immediate allocation of resources Medium priority — expedited scheduling Low priority — standard handling

SCOPE OF WORK

The Business shall perform the work and/or provide the goods described below with the priority treatment specified above. The scope may include tasks, deliverables, milestones and acceptance criteria.

PAYMENT TERMS

Counterparty shall pay Business for prioritized services and deliverables in accordance with the amounts and schedule set forth below. Payment is an essential term and failure to pay in accordance with this section shall permit Business to suspend priority services.

Any undisputed amount not paid within days of its due date shall bear interest at or the maximum rate permitted by applicable law, whichever is lower. In addition to interest, Business may assess a one-time late fee of for each missed scheduled payment.

TERM AND TERMINATION

This Document shall commence on the Start Date and continue until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Document without cause by providing the other party with written notice at least days prior to the intended termination date. On termination, Counterparty shall promptly pay for all work performed and reasonable costs incurred through the effective date of termination.

Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination for nonpayment shall be effective ten (10) days after notice if payment is not received.

CONFIDENTIALITY

For purposes of this Document, "Confidential Information" means non-public business, technical and financial information disclosed by either party to the other that is marked confidential or would reasonably be considered confidential under the circumstances. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Document; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) restrict access to Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (ii) not use Confidential Information except to perform obligations or exercise rights under this Document; and (iii) use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but no less than reasonable care. These obligations shall continue for a period of three (3) years following termination or expiration of this Document, except that trade secrets shall be protected for as long as permitted by law.

GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located within that State for disputes arising under this Document, subject to any equitable relief permitted.

ENTIRE AGREEMENT

This Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties acknowledge that monetary damages may be insufficient to remedy certain breaches and that equitable relief, including injunctive relief and specific performance, may be sought in addition to any other remedies.

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