Business Product Name

BUSINESS PRODUCT NAME

This Business Product Name Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider develops, manufactures and/or supplies the business product identified as Product Name: (the "Product"), and has expertise in delivering the services and deliverables described herein; and

WHEREAS, Client desires to engage Provider to perform the services and deliver the Product in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Provider will perform the services and produce the deliverables necessary for the design, development, customization, testing, delivery and implementation of the Product, as further described below. Deliverables will be provided in accordance with the milestones and acceptance criteria set forth in this section.

PAYMENT TERMS

Client shall pay Provider for the Product and services as follows. All amounts are expressed in U.S. dollars and are exclusive of taxes unless otherwise stated.

Invoices are due within days of receipt. Overdue amounts shall bear late fees at the rate of percent per month (or the maximum rate permitted by law, if less), and Client shall be responsible for collection costs and reasonable attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and deliverables delivered through the date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, customer lists, technical data, designs, trade secrets, and specifications relating to the Product.

Each party shall: (a) hold the other's Confidential Information in strict confidence and use it only to perform its obligations under this Agreement; (b) restrict disclosure to employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was known by the receiving party prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the other party's Confidential Information.

Upon expiration or termination of this Agreement, each party shall promptly return or destroy the other party's Confidential Information and certify in writing its compliance with this obligation, except for one archival copy retained by counsel solely for compliance purposes. Remedies at law may be inadequate for breaches of this Section; each party shall therefore be entitled to seek injunctive relief in addition to any other remedies.

INTELLECTUAL PROPERTY

Provider shall retain all right, title and interest in and to any pre-existing intellectual property and any intellectual property developed or arising outside the scope of this Agreement ("Provider IP"). Client shall retain all right, title and interest in and to Client's pre-existing materials. Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable, revocable license to use the delivered Product solely for Client's internal business purposes in accordance with the terms of this Agreement. Any modifications, derivatives or improvements made specifically for Client shall be owned by Provider unless an express written assignment is executed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and mutually executed statements of work, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating to the subject matter hereof. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. The parties acknowledge that they have negotiated this Agreement and that the rule of construction that ambiguities are to be resolved against the drafting party shall not apply.

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