Business PTI Document

BUSINESS PTI DOCUMENT

Effective Date:

RECITALS

WHEREAS, Client desires to obtain certain business services and technical assistance related to Proprietary Transactional Information ("PTI") and related processes from Service Provider in accordance with the terms of this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, experience, technical capacity, and authority to perform the described services and to protect PTI in the manner required by this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of services, compensation, confidentiality obligations, and the allocation of risks associated with the handling of PTI.

1. SCOPE OF WORK

Service Provider will perform the services described below (the "Services"). The Services shall include all work necessary to deliver the deliverables and outcomes described, and shall be performed in accordance with good industry standards.

2. PAYMENT TERMS

Compensation to Service Provider for the Services shall be the Total Fee: $ , payable in accordance with the payment schedule below.

Invoices shall be issued in writing by Service Provider and shall be payable within days of receipt. Late payments shall bear interest at the rate of or the maximum rate permitted by law, whichever is lower.

All payments are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or similar taxes arising from this Agreement, except for taxes based on Service Provider's net income.

3. TERM AND TERMINATION

Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for more than thirty (30) days following written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and reasonable costs incurred through the effective date of termination. Sections concerning confidentiality, indemnification, and governing law shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" includes PTI and any non-public business, financial, technical, or operational information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, and (iii) limit access to Confidential Information to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Any permitted disclosure required by law shall be made only after the receiving party provides prompt written notice and cooperates with the disclosing party, to the extent lawful, to seek a protective order.

5. PTI PROTECTIONS

PTI shall remain the exclusive property of the disclosing party. Service Provider shall not use PTI for any purpose other than performing the Services and shall not copy, transfer, or disclose PTI except as expressly authorized. Service Provider shall implement reasonable technical and organizational safeguards commensurate with industry standards to protect PTI against unauthorized access, disclosure, alteration, or destruction.

Upon written request or upon termination, Service Provider shall return or, at Client's direction, securely destroy all PTI in its possession and certify in writing that it has complied with such obligation, except where retention is required by law, regulatory obligation, or for archival backup purposes in which case retained PTI shall remain subject to confidentiality obligations herein.

6. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement, including reasonable attorneys' fees and court costs. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets.

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