Business Services Snap On

BUSINESS SERVICES SNAP ON

Parties

This General Business Agreement (the "Agreement") is entered into as of by and between Client Name: , located at , and Service Provider Name: , located at .

Primary contact for Client: | Phone: | Email:

Primary contact for Service Provider: | Phone: | Email:

Recitals

WHEREAS, Client requires certain business services, including but not limited to consulting, installation, configuration, and integration of equipment and software components (collectively, the "Services"); and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the Services in a professional and workmanlike manner and is willing to provide such Services to Client on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Total Fee (fixed-price unless otherwise stated):

Deposit Amount (if any):    Invoice Due Within: days of invoice receipt

Late Payment: Unpaid amounts shall bear interest at % per month (or the maximum allowed by applicable law, if lower). In addition, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting past-due amounts.

Method of Payment:

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination shall not relieve Client of the obligation to pay for Services rendered and work in progress through the effective date of termination.

Termination for Cause: Provider or Client may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days following written notice of breach.

Early Termination Fee (if applicable):

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") relating to business operations, pricing, technical data, client lists, trade secrets, specifications, designs, software, documentation, or other proprietary information, whether disclosed orally, in writing, or electronically.

The Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it, (b) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) not use Confidential Information for any purpose other than performing its obligations under this Agreement.

The foregoing obligations shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement by the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing to the Disclosing Party that such return or destruction has occurred, except to the extent retention is required by law or for archival backups, in which case retained Confidential Information shall remain subject to the confidentiality obligations herein.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement.

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of Provider's assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing by the parties.

Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

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