Business Services PPIS Document

BUSINESS SERVICES PPIS DOCUMENT

This Business Services PPIS Document ("Agreement") is entered into as of , (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to project management, process improvement, product protection, and information security services; and

WHEREAS, Client desires to retain Service Provider to perform certain services described below under the terms and conditions of this Agreement, and Service Provider agrees to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are due in United States dollars unless otherwise agreed in writing.

If any undisputed amount due hereunder remains unpaid after the invoice due date, Client shall pay interest on the outstanding amount at the rate of % per month (or the maximum rate permitted by law), or a late fee of , whichever is greater.

TERM AND TERMINATION

This Agreement shall commence on , (the "Start Date") and shall continue until , (the "End Date"), unless earlier terminated as provided herein.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") in any form, whether oral, written, electronic or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing, trade secrets, technical data, methodologies, source code, product specifications, and information relating to security controls and processes.

Recipient shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) take reasonable measures to protect the confidentiality of such information, not less than those measures it uses to protect its own confidential information of a similar nature.

The obligations in this Section shall not apply to information that (i) is or becomes generally known to the public through no fault of Recipient; (ii) was rightfully in Recipient's possession prior to disclosure by Discloser; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives Discloser prompt written notice and cooperates with Discloser in any reasonable attempt to obtain a protective order.

Upon termination or expiration of this Agreement, Recipient shall, at Discloser's election, return or destroy all Confidential Information and certify in writing that it has done so, except that Recipient may retain one archival copy solely for compliance and recordkeeping purposes subject to the confidentiality obligations herein.

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 conflict of laws principles. The parties agree that any controversy or claim arising out of or relating to this Agreement will be resolved in the state or federal courts located in the county designated by the governing state, and the parties hereby submit to the exclusive jurisdiction and venue of such courts.

REMEDIES; INJUNCTIVE RELIEF

The parties acknowledge that a breach of the confidentiality provisions or unauthorized use or disclosure of trade secrets or other proprietary information may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any such breach or threatened breach without posting bond.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of substantially all of its assets or by operation of law to an affiliate, provided that the assignee assumes all obligations hereunder. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

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