Business Roll-Out Form

BUSINESS ROLL-OUT FORM

This Business Roll-Out Form ("Form") is entered into by the parties identified below as of the Effective Date. Company Name: and Service Provider Name: (collectively, the "Parties").

WHEREAS

WHEREAS, Company develops, markets, and operates business services and desires to implement a coordinated roll-out of a business initiative identified as: Project Name: across specified locations and channels;

WHEREAS, Service Provider has expertise, personnel, and resources to plan, manage, and execute the roll-out and will perform the services described herein in accordance with the terms set forth in this Form;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows.

PARTY CONTACTS AND ROLES

SCOPE OF WORK

Service Provider shall perform the roll-out services described below and shall provide qualified personnel, materials, and project management sufficient to meet the specified milestones and acceptance criteria.

IMPLEMENTATION SCHEDULE

The Parties agree to the phases and target dates set forth below. Dates are target dates and subject to change only by written change order executed by authorized representatives.

Start Date:   End Date:   Responsible Party:

Start Date:   End Date:   Responsible Party:

PAYMENT TERMS

Company agrees to pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise indicated.

Late Payment: Company shall pay interest on any past-due amount at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs and attorney's fees.

Payment Method: Check Wire Transfer Credit Card

TERM AND TERMINATION

Term: The term of this roll-out shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Termination for Convenience: Either Party may terminate this Form without cause by providing written notice at least days prior to the desired termination date. Termination shall not relieve Company of payment obligations for services rendered and reasonable wind-down costs incurred prior to termination.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Form and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party shall keep confidential and shall not use or disclose to any third party any Confidential Information of the other Party except as necessary to perform obligations under this Form. Confidential Information includes non-public business information, customer lists, pricing, technical specifications, rollout strategy, and other proprietary information disclosed in connection with the roll-out. The receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations of confidentiality shall survive termination or expiration of this Form for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

CHANGE ORDERS

Any modification to the Scope of Work, schedule, or fees shall be made only by a written change order signed by authorized representatives of both Parties. The change order shall specify any adjustment to the schedule, price, or other terms.

RISK MANAGEMENT AND WARRANTIES

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, Service Provider disclaims all other warranties, express or implied.

GOVERNING LAW; DISPUTE RESOLUTION

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The Parties agree to seek resolution of disputes through good faith negotiation; if unresolved, disputes shall be resolved by binding arbitration in the agreed venue unless the Parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Form, together with any executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee or agent of Company. Neither Party shall have the authority to bind the other except as expressly provided in this Form.

Assignment: Neither Party may assign its rights under this Form without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

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