Business Response Document

BUSINESS RESPONSE DOCUMENT

This Business Response Document (the "Agreement") is entered into by the parties identified below as of the Effective Date stated herein.

Parties and Effective Date

Client Name:

Responding Party Name:

Effective Date:

WHEREAS

WHEREAS, Client engages Responding Party to provide certain goods and/or services described below; and

WHEREAS, Responding Party has represented that it possesses the expertise, personnel and resources necessary to perform the described services in a timely and professional manner; and

WHEREAS, the parties desire to record the terms on which Responding Party will respond to Client's request and perform the scope of work set forth in this Agreement.

Scope of Work

Payment Terms

Total Agreed Amount:

Invoicing Frequency:

Late Payment Fee: After a grace period of days.

Term and Termination

Term Commencement Date:

Term Expiration Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon providing days' advance written notice to the other party. Termination for material breach is effective upon days' failure to cure such breach after receipt of written notice.

Confidentiality

"Confidential Information" means non-public business, technical, financial or operational information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") whether disclosed orally, in writing or by inspection. Receiving Party shall (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and are bound to confidentiality obligations at least as protective as those set forth herein.

Confidential Information does not include information that: (i) was already lawfully known to Receiving Party at time of disclosure; (ii) is or becomes publicly available other than through Receiving Party's breach; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information. Breach of this confidentiality obligation will cause irreparable harm for which monetary damages may be an inadequate remedy; Disclosing Party is therefore entitled to equitable relief in addition to other remedies.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of such party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from breach of confidentiality or indemnification obligations, neither party will be liable for consequential, incidental, special or punitive damages, and aggregate liability will be limited to the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

Notices

Governing Law and Miscellaneous

Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that a party may assign to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

Entire Agreement

This Agreement, 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, understandings and communications, whether written or oral.

By checking this box and signing below, the signer represents and warrants that they are authorized to bind the party indicated to the terms of this Agreement.

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