Business Reason Document

BUSINESS REASON DOCUMENT

Parties

Recitals

WHEREAS, Client Name: seeks to document the business reason and justification for the engagement described herein; and

WHEREAS, Service Provider Name: has the experience and capacity to perform the services that support the stated business reason; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other terms that will govern the business relationship described in this Business Reason Document effective as of Month: Day: Year: .

Purpose / Business Reason

The parties state the business reason for this engagement as follows. The description must identify the corporate, regulatory, or commercial justification for the services and any expected deliverables.

Scope of Work

The Service Provider shall perform the services described below in a professional manner consistent with industry standards. Specific tasks, milestones, and deliverables should be itemized.

Payment Terms

Total Compensation: $ . Payment will be made in accordance with the schedule stated below.

One-time payment Milestone payments Periodic payments

Late Payment: If any undisputed amount due under this agreement is not paid within days after the due date, the outstanding balance shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

Term Commencement Date: Month: Day: Year: .

Term End Date (if applicable): Month: Day: Year: .

Either party may terminate this agreement for convenience upon days' prior written notice. Termination for cause may be immediate if a material breach is not cured within a commercially reasonable cure period after written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this agreement and for the stated business reason; (b) restrict disclosure to those 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; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that is: (i) publicly known without breach of this agreement; (ii) rightfully received from a third party without obligation of confidentiality; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party receives prompt notice and assistance in seeking a protective order.

Representations and Warranties

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. The Service Provider further represents that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, or for breaches of confidentiality and violations of intellectual property rights, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of each party for any claim arising under this agreement shall not exceed the total fees paid to the Service Provider under this agreement in the twelve (12) months preceding the claim.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles.

Entire Agreement

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

Authority and Execution

Each party warrants that the individual signing below is authorized to execute this agreement on behalf of the party and to bind that party to the terms and conditions set forth herein.

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