Business Provisional Document

BUSINESS PROVISIONAL DOCUMENT

This Business Provisional Document (the "Document") is made and entered into as of Effective Date: by and between Client Name: with principal address , and Provider Name: with principal address .

WHEREAS

WHEREAS, Client seeks to engage Provider to perform certain business services on a provisional basis while the parties negotiate and execute a definitive services agreement; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to provide such services and is willing to commence limited performance under the terms set forth in this Document pending finalization of a definitive agreement.

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

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services rendered under this Document the Total Amount: (USD). Provider shall submit invoices in accordance with the payment schedule: .

Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of invoice date. Late payments shall incur interest at the lesser of per month or the maximum rate permitted by law, plus a late fee of (USD) for invoices overdue more than days.

TERM AND TERMINATION

This Document shall commence on Start Date: and shall continue in effect until End Date: , unless earlier terminated as provided below.

Either party may terminate this Document for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within days after receipt of written notice of the breach.

Upon termination, Provider shall deliver to Client all work in progress and Client shall pay Provider for all undisputed work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection, 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. Confidential Information includes business plans, pricing, proposals, technical data, trade secrets, and client lists.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable measures to protect such information from unauthorized disclosure, (b) use Confidential Information solely for the purpose of performing obligations under this Document, and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party's employees, contractors and advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Document.

Exclusions: Confidential Information shall not include information that (i) is or becomes generally known to the public through no act or omission of the Receiving Party, (ii) was in the Receiving Party's lawful possession prior to disclosure, (iii) is rightfully received from a third party without breach of any confidentiality obligation, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination of this Document for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. The parties acknowledge that monetary damages may be inadequate to remedy a breach and agree that injunctive relief may be sought in addition to any other remedies available at law or in equity.

PROVISIONAL NATURE; DEFINITIVE AGREEMENT

The parties expressly acknowledge that this Document is provisional and intended to permit Provider to commence limited performance and to set interim commercial terms while the parties negotiate a definitive agreement. Except as otherwise provided herein with respect to Payment Terms and Confidentiality, the parties' obligations under this Document are subject to the negotiation and execution of a mutually agreeable definitive agreement.

The parties shall use commercially reasonable efforts to execute a definitive agreement within days of the Effective Date. If the parties fail to execute a definitive agreement within that period, either party may terminate this Document without penalty upon written notice to the other party; provided, however, that payment obligations for services rendered and confidentiality obligations shall survive as provided herein.

GOVERNING LAW

This Document 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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Document.

ENTIRE AGREEMENT

This Document, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations and agreements, whether written or oral, relating to the subject matter hereof. Any amendment or modification of this Document will be effective only if in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Document is held to be invalid or unenforceable, the remainder of this Document shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

Assignment: Neither party may assign its rights or delegate its obligations under this Document without the prior written consent of the other party, except that Provider may assign to a successor in connection with a merger, acquisition or sale of substantially all of its assets.

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