Business Program Documentation

BUSINESS PROGRAM DOCUMENTATION

This Business Program Documentation (the Agreement) is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Provider operates and administers a business program of services, training, systems and deliverables described as: Program Name: (the Program), designed to improve Client's business operations and related outcomes; and

WHEREAS, Client desires to engage Provider to deliver the Program in accordance with the scope, schedule and fees set forth herein, and Provider agrees to provide such services under the terms of this Agreement; and

WHEREAS, the parties wish to set forth in writing the scope of work, payment terms, confidentiality obligations and other material terms governing the Program and their relationship.

SCOPE OF WORK

Provider will perform the Program services and deliverables as set forth below. Provider's obligations will include the development, management and delivery of materials, training sessions, software configuration (if applicable) and ongoing advisory services as specified in the deliverables timeline.

PAYMENT TERMS

Client agrees to pay Provider the fees and reimbursements described below. All payments are due in United States dollars unless otherwise agreed in writing. Provider shall invoice Client in accordance with the schedule set forth below.

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Late payments shall also be subject to a late fee of and an administrative charge of for each invoice overdue beyond days.

All fees exclude applicable taxes. Client is responsible for any sales, use or similar taxes arising from the services, except for taxes based on Provider's net income. Reasonable, pre-approved out-of-pocket expenses incurred by Provider in the performance of the Program shall be reimbursed by Client upon presentation of receipts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. 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.

Upon termination, Client shall pay Provider for all services performed and non-cancellable commitments made through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was rightfully known to the receiving party before disclosure, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is rightfully received from a third party without restriction.

The receiving party shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors and advisors who need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the receiving party shall return or destroy the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in materials, methodologies and intellectual property it creates and uses in performing the Program ("Provider IP"). Provider grants Client a non-exclusive, non-transferable license to use Provider IP solely for Client's internal business purposes as contemplated by this Agreement. Client retains ownership of Client materials and data delivered to Provider.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by confirmed facsimile, or three (3) days after deposit with a nationally recognized overnight courier.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedy available at law or in equity in the courts of that state.

ENTIRE AGREEMENT

This Agreement, together with all appendices, schedules and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. 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 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 to an affiliate or in connection with a sale of substantially all of its business. The parties are independent contractors and nothing herein creates an agency, partnership or joint venture.

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