Business Program Template

BUSINESS PROGRAM TEMPLATE

Parties and Program Identification

Effective Date:   Program Administrator Contact:

Recitals

WHEREAS, Program Name: is a business program designed to deliver specified services and deliverables; and

WHEREAS, Provider Name: has the expertise and resources to implement the Program and Client Name: desires to engage Provider to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to define the scope, schedule, compensation, obligations, confidentiality protections, and remedies applicable to the Program.

Scope of Work

Payment Terms

Total Program Fee: $   Currency:

Late Payment Fee:   Interest on unpaid balances shall accrue at the stated rate above on outstanding amounts from the due date until paid.

Term and Termination

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure within thirty (30) days after receipt of notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and operational information disclosed by a party, whether written, oral, electronic, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential.

Obligations: Each receiving party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information using no less than a reasonable standard of care; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

Remedies: The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be an inadequate remedy; therefore, in addition to other remedies, the non-breaching party shall be entitled to seek injunctive relief.

Reporting; Performance Metrics

Reporting Frequency:   Primary Report Recipient:

Intellectual Property; Use of Materials

Ownership: Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property and materials created outside the scope of this Agreement. Client shall receive a non-exclusive, non-transferable license to use program deliverables solely for Client's internal business purposes as set forth in this Agreement.

Third-Party Materials: Provider shall notify Client of any third-party materials included in deliverables and obtain necessary licenses for Client's use. Provider warrants that to the best of its knowledge deliverables will not infringe third-party intellectual property rights.

Limitation of Liability and Warranties

Warranty: Provider warrants that services will be performed with reasonable skill and care consistent with industry standards. Except as expressly set forth, no other warranties are made, express or implied.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential, or punitive damages.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Dispute Resolution: The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration under the parties' selected arbitration rules, unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties.

Notices

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 either party may designate by written notice to the other. Notices are effective upon receipt.

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