Business Resource Document

BUSINESS RESOURCE DOCUMENT

Parties

Recitals

WHEREAS, Provider Name: is in the business of providing business resource services, including advisory, training, and materials; and

WHEREAS, Client Name: seeks access to Provider's resources and expertise to support Client's business operations; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality obligations, and other terms governing the provision of such resources effective as of (the "Effective Date").

Scope of Work

Provider shall perform and deliver the services, training, materials, and advisory resources described below. Deliverables and performance standards are to be those expressly set forth in this section and any task orders executed under this Agreement.

Payment Terms

Client shall pay Provider for the services and deliverables described above in accordance with the following compensation schedule.

Invoices are due within days of invoice receipt. Late payments shall accrue interest at percent per month, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep strictly confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") 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"). Confidential Information does not include information that is (a) publicly available through no fault of the Receiving Party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to any third party except to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. All confidentiality obligations shall survive termination of this Agreement for a period of years.

Intellectual Property

Unless otherwise agreed in a written statement of work, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, templates and tools. To the extent Provider creates any new deliverables specifically for Client under this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable license to use such deliverables for Client's internal business purposes, subject to full payment of all fees due. Any third-party materials included in deliverables remain subject to their respective licenses.

Limitation of Liability and Indemnification

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability to the other for claims arising out of or related to this Agreement shall be limited to the greater of the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim or $10,000. Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation.

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 laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives, and if unresolved, disputes shall be subject to binding arbitration before a single arbitrator in the county where Provider's primary place of business is located, unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be given in writing to the addresses listed above. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The parties are independent contractors, and no agency, partnership, joint venture or employment relationship is created by this Agreement.

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