Business Program Memo

BUSINESS PROGRAM MEMO

RECITALS

WHEREAS, Client Name: seeks to establish a business program to achieve the objectives described herein; and

WHEREAS, Provider Name: possesses the professional expertise and resources to design, implement, and deliver the Program Title described in this memo; and

WHEREAS, the parties desire to set forth the scope, deliverables, payment terms, confidentiality obligations, governance, and termination provisions that will govern the delivery of the Program Title.

PROGRAM OVERVIEW

Objective: — This program is intended to establish measurable outcomes, processes, and responsibilities necessary to achieve the stated objective.

SCOPE OF WORK

DELIVERABLES & MILESTONES

PAYMENT TERMS

Total Program Fee:

Late Payment Fee:

Payments shall be due in accordance with the Payment Schedule. Provider shall submit itemized invoices referencing the applicable deliverables and acceptance criteria. Client shall remit undisputed amounts within thirty (30) days of receipt. Disputed amounts shall be raised in writing within fifteen (15) days and the parties shall work in good faith to resolve such disputes.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Notice Period for Termination:

Either party may terminate this program for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Either party may also terminate for convenience upon the provision of the Notice Period. Termination shall not relieve Client of the obligation to pay for services performed and deliverables accepted prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Memo, "Confidential Information" means any non-public information disclosed by one party to the other, whether in writing, orally, or visually, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to (i) use Confidential Information only for the performance of obligations under this Memo, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential materials but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally known to the public other than through a breach of this Memo, (b) is rightfully known by the receiving party prior to disclosure, (c) is independently developed without use of Confidential Information, or (d) is required to be disclosed by law or valid court order, provided the disclosing party is given prompt written notice and an opportunity to seek protective measures.

REPORTING & GOVERNANCE

Program Manager (Client):

Program Manager (Provider):

GOVERNING LAW

This Memo shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties expressly submit to the exclusive jurisdiction of the state and federal courts located in the chosen state for any dispute arising under this Memo.

ENTIRE AGREEMENT

This Memo, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or waiver of any provision of this Memo shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Memo is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties covenant that they will negotiate in good faith to replace any invalidated provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalidated provision.

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