Business Rules Receipt

BUSINESS RULES RECEIPT

Parties

Recitals

WHEREAS, Provider has developed or compiled certain business rules, specifications, processes and related documentation that govern operational, decisioning, or eligibility logic (collectively, "Business Rules"), and Provider desires to deliver such Business Rules to Recipient for the limited purposes set forth herein;

WHEREAS, Recipient requires access to the Business Rules to perform agreed services and acknowledges that the Business Rules constitute confidential, proprietary information of Provider; and

NOW, THEREFORE, Provider and Recipient agree as follows:

Receipt Details

Provider hereby delivers to Recipient the Business Rules described below. Recipient acknowledges receipt and confirms the items delivered:

Flowcharts or decision trees    Functional specifications    Sample code or pseudocode    Other (describe below)

Scope of Work

Recipient shall use the Business Rules only to perform the work expressly authorized by Provider and shall not alter, reverse engineer, recompile, or otherwise modify the Business Rules except as expressly permitted in writing by Provider.

Payment Terms

Recipient agrees to pay Provider the fees specified below in consideration for delivery of the Business Rules and any permitted consulting or support services identified in the Scope of Work.

Amount past due shall accrue a late fee equal to on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is less.

Term and Termination

This Receipt and any limited license to use the Business Rules granted hereunder shall commence on the Start Date and continue until the End Date or until earlier terminated as provided below.

Either party may terminate this Receipt for material breach by the other party that remains uncured for the Notice Period following written notice. Upon termination, Recipient shall cease use of the Business Rules and promptly return or destroy all copies as directed by Provider, certifying destruction in writing.

Confidentiality

Recipient acknowledges that the Business Rules are Confidential Information of Provider. Recipient shall (a) use Confidential Information solely to perform the Scope of Work, (b) restrict access to employees, contractors or agents with a strict need to know and who are bound by confidentiality obligations at least as protective as those herein, (c) implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized disclosure, and (d) not disclose Confidential Information to any third party without Provider's prior written consent, except as compelled by law with prior notice to Provider where permitted.

The obligations of confidentiality shall survive termination or expiration of this Receipt for a period of three (3) years, or longer to the extent applicable trade secret laws require continued protection.

Use Restrictions and Ownership

Provider retains all right, title and interest in and to the Business Rules and all derivative works thereof. Recipient acquires no ownership rights under this Receipt and is granted only a limited, non-exclusive, non-transferable license to use the Business Rules for the Scope of Work during the Term.

Indemnity

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Receipt, negligent acts or willful misconduct. The indemnifying party shall indemnify only to the extent of its proportionate fault.

Governing Law; Dispute Resolution

This Receipt 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 endeavor in good faith to resolve disputes promptly by negotiation prior to pursuing litigation.

Entire Agreement

This Receipt, 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 or contemporaneous understandings, proposals or agreements, whether written or oral.

Acknowledgment

Recipient certifies that the Business Rules were received in the condition described above, that Recipient has reviewed and accepts the confidentiality and use restrictions set forth herein, and that Recipient shall comply with the terms of this Receipt.

By checking the box below, Recipient confirms receipt and acceptance of this Business Rules Receipt:

Recipient acknowledges receipt and agrees to the terms of this Receipt

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