Business Program Details

BUSINESS PROGRAM DETAILS

Parties

Effective Date: .

Recitals

WHEREAS, Client seeks to establish and operate a business program identified as (the "Program"), to achieve the objectives set forth in this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, systems, and legal authority necessary to design, implement, manage, and report on the Program and is willing to provide such services pursuant to the terms and conditions below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

Scope of Work

Milestone 1: Due:

Milestone 2: Due:

Additional milestones:

Payment Terms

Total Program Fee: $ payable in accordance with the payment schedule below.

Invoices are due within days of receipt unless otherwise agreed in writing. Undisputed amounts unpaid after such period shall incur a late fee of % per month (or the maximum permitted by law), and a one-time administrative fee of $.

Reimbursable expenses: Provider will be reimbursed for pre-approved, documented out-of-pocket expenses. Taxes are the responsibility of .

Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other. Upon termination, Provider shall be entitled to payment for all services performed through the effective date of termination and reimbursable expenses incurred in accordance with this Agreement.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party), whether written, oral, electronic, or otherwise, 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice and cooperates to limit disclosure.

Intellectual Property and Data

Ownership: Unless otherwise agreed in writing, Provider retains all right, title, and interest in its pre-existing materials, methodologies, and tools. Client owns deliverables specifically identified and paid for under this Agreement. To the extent deliverables incorporate Provider pre-existing materials, Provider grants Client a worldwide, nonexclusive, nontransferable license to use such materials solely for Client's internal use of the deliverables.

Data Handling: Provider shall process personal or business data only as necessary to perform the Services and in compliance with applicable law. Provider will implement reasonable administrative, technical, and physical safeguards to protect such data.

Representations; Indemnity; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement. Provider represents that the services will be performed in a professional and workmanlike manner. Each party agrees to indemnify the other from third-party claims arising from its breach of this Agreement or negligent acts or willful misconduct.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or a party's breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for any claim related to this Agreement shall not exceed the total fees paid to Provider under this Agreement in the preceding twelve (12) months.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. The parties agree to attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with commercially reasonable arbitration rules, unless the parties jointly elect court litigation for injunctive relief.

Notices

Entire Agreement; Amendments

This Agreement, including any schedules or attachments executed by the parties, 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 of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

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