Business Product Memo

Business Product Memo

Recitals

WHEREAS, Client Name: desires to procure the product identified in this memo for evaluation, pilot deployment, or commercial use; and

WHEREAS, Vendor Name: develops or supplies the product and has provided technical, timeline and pricing information to Client; and

WHEREAS, the parties wish to set forth the scope, commercial terms, confidentiality obligations and governance for the initial product offering described herein.

Scope of Work

The Vendor will provide the following deliverables, services, and support relating to the Product. The description below must be read together with any referenced attachments, specifications, acceptance criteria and milestone schedule.

Payment Terms

Total Amount Payable: $

Late Payment: If any undisputed amount is not paid within days after the due date, interest will accrue at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Vendor will provide written notice of overdue amounts prior to suspension of services.

Term and Termination

This Memo commences on and continues until unless earlier terminated as set forth below.

Either party may terminate this Memo for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination, including payment for accepted deliverables.

Confidentiality

Each party acknowledges that during the performance of this Memo it may receive confidential, proprietary or trade secret information of the other party ("Confidential Information"). Each party shall: (a) use Confidential Information solely to perform its obligations under this Memo; (b) restrict disclosure of Confidential Information to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information from unauthorized use or disclosure with the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care.

A party may disclose Confidential Information to the extent required by law or court order, provided the receiving party gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, to seek a protective order or other appropriate relief.

Representations and Warranties

Each party represents that it has the legal power and authority to enter into this Memo and to perform its obligations hereunder. Vendor represents that to the best of its knowledge the Product does not knowingly infringe third party intellectual property rights and that it will perform services in a professional manner consistent with industry standards.

Limitation of Liability

Except for liability resulting from breach of confidentiality or willful misconduct, neither party will be liable to the other for any consequential, incidental, special or punitive damages. The aggregate liability of either party for claims arising out of this Memo will not exceed the amounts actually paid under this Memo in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Memo will be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be resolved by binding arbitration in the selected governing state, unless otherwise agreed in writing.

Entire Agreement

This Memo, including any attachments and referenced schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, understandings, negotiations and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

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