Business Resources Document

BUSINESS RESOURCES DOCUMENT

Identification of Parties

Recitals

WHEREAS, Party A seeks access to certain business resources, tools, materials, or services described herein to support its business operations and strategic objectives; and

WHEREAS, Party B represents that it has the capability, personnel, and authority to provide such resources under the terms and conditions set forth in this Business Resources Document (this "Agreement"); and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision, use, and management of the resources identified in the Scope of Work below.

Scope of Work and Resources

Description of resources to be provided, deliverables, access rights, and performance standards. Party B shall provide the resources and services described below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the resources and services provided by Party B, Party A shall pay Party B the fees set forth below in accordance with the schedule and conditions provided. All payments are due net of any applicable withholding taxes unless otherwise agreed in writing.

Late Payment: Amounts not paid within days of invoice shall accrue interest at the rate of or the maximum rate permitted by applicable law, whichever is less. Party B shall invoice Party A in writing and Party A shall pay undisputed amounts in accordance with the schedule above.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated as provided below.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Party A of the obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means business, technical, financial, and other non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. Each party shall (i) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was already known to the receiving party; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information. Upon termination or expiration, the receiving party shall, at the disclosing party's option, return or destroy all Confidential Information and certify in writing that such return or destruction has been completed.

Intellectual Property and License

Unless otherwise agreed in writing, Party B retains all right, title and interest in and to pre-existing intellectual property, tools, methodologies, and materials provided as part of the resources. Subject to full payment, Party B grants Party A a limited, non-exclusive, non-transferable license to use deliverables solely for Party A's internal business purposes. Any modifications, derivative works, or custom developments will be owned as set forth in a separate written schedule or otherwise remain with Party B unless expressly assigned in writing.

Limitation of Liability; Indemnity

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct, subject to the indemnified party providing prompt notice and reasonable cooperation in the defense.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably prior to initiating formal proceedings.

Entire Agreement; Amendment

This Agreement, including any exhibits, schedules, or attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations. A waiver of any provision shall not be effective unless in writing. If any provision is held invalid, the remainder shall remain in full force and effect.

Execution

The parties have executed this Business Resources Document as of the dates set forth below by their duly authorized representatives.

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