Business Program Terms

BUSINESS PROGRAM TERMS

THIS BUSINESS PROGRAM TERMS AGREEMENT (the "Agreement") is made effective as of (the "Effective Date"), by and between:

Client Name:

Provider Name:

RECITALS

WHEREAS, Provider designs, operates and delivers business programs, educational content, tools and related services (collectively, the "Program"); and

WHEREAS, Client desires to engage Provider to enroll Client in the Program under the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the Program to Client on the terms set forth herein;

1. SCOPE OF WORK

Provider will provide the Program services described below. The specific services, deliverables, milestones, and performance standards shall be set forth in the Detailed Scope of Services provided by Provider and accepted by Client.

2. PAYMENT TERMS

Provider shall issue invoices to Client. Invoice must be delivered within days of the applicable billing event. Payment is due within days of the invoice date, unless otherwise agreed in writing.

Late payments shall bear interest at a rate of % per month (or the maximum permitted by law, if less) on any unpaid balance from the due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

3. TERM AND TERMINATION

The Term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate immediately for material breach by the other party that is not cured within thirty (30) days after written notice of such breach.

Upon termination, Provider shall be entitled to payment for Services performed through the effective date of termination and for non-cancellable obligations incurred prior to termination.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is marked as confidential or that, by its nature, ought reasonably to be considered confidential, including business plans, pricing, customer lists, technical data, and Program materials.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use it solely to perform its obligations under this Agreement. The Receiving Party shall take commercially reasonable steps to protect the confidentiality of such information, but in no event less than those steps it uses to protect its own confidential information.

Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is known to the Receiving Party at the time of disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party to permit a protective order or other remedy.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of , except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

5. INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Program materials, methodologies and intellectual property provided to Client under this Agreement. Client is granted a limited, non-exclusive, non-transferable license to use Program materials solely for Client's internal business purposes during the Term, subject to full payment of fees.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that it will perform the Program in a professional manner consistent with industry standards.

Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client's misuse of Program materials, Client-provided content, or Client's breach of this Agreement, except to the extent such claims arise from Provider's gross negligence or willful misconduct.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8. ASSIGNMENT

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of Provider's assets, provided that the assignee assumes Provider's obligations hereunder.

9. 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 principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

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

11. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or agency relationship.

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