Business Revenue Document

BUSINESS REVENUE DOCUMENT

This Business Revenue Document (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client operates a business that generates revenue from the sale of goods and/or services and seeks to memorialize revenue allocation, reporting, and remittance procedures;

WHEREAS, Provider will perform specified services and/or provide systems and support to facilitate revenue generation and payment processing as set forth in this Agreement; and

WHEREAS, the parties desire to set forth the parties' obligations regarding revenue reporting, payment, confidentiality, and dispute resolution.

SCOPE OF WORK

REVENUE REPORTING AND PAYMENT TERMS

Payment Amount or Allocation: The parties agree that revenue due to Provider shall be calculated as:

Reporting: Provider shall deliver to Client a written revenue statement describing gross revenue, deductions, credits, refunds, and net revenue subject to allocation. Frequency: . Statements shall be provided within days of the applicable reporting period.

Audit Rights: Client or an independent accountant engaged by Client may inspect Provider records relating to revenue calculations upon days' prior written notice. The scope of any such audit shall be limited to the twelve (12) months preceding the request unless fraud is reasonably suspected. If an audit shows an underpayment in excess of % of amounts due, Provider shall reimburse Client for reasonable audit costs.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality duties.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. For purposes of this Agreement, Confidential Information means non-public information that is designated as confidential or that reasonably should be understood to be confidential. Each receiving party shall (a) use Confidential Information only for performance under this Agreement; (b) restrict disclosure to employees, contractors and agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect the confidentiality and prevent unauthorized use or disclosure. Confidentiality obligations shall survive termination for a period of three (3) years, or longer as required for trade secrets under applicable law.

TAXES AND DEDUCTIONS

Unless otherwise agreed in writing, each party shall be responsible for its own taxes arising from payments made under this Agreement. Client may withhold amounts as required by applicable law and shall provide Provider reasonable documentation of any withholdings.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims arising from Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from fraud, willful misconduct, or indemnification obligations, the parties' aggregate liability under this Agreement shall not exceed .

REPRESENTATIONS AND WARRANTIES

Each party represents that it has full corporate or entity authority to enter into this Agreement, that the execution and performance of this Agreement will not violate applicable law or contractual obligations, and that it will perform its obligations in a professional manner consistent with industry standards.

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 conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation for thirty (30) days prior to instituting litigation or arbitration.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices shall be given in writing to the addresses provided above and shall be effective upon delivery. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL TERMS

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