Business SIA Letter

BUSINESS SIA LETTER

This Business SIA Letter (the "Agreement") is made effective as of by and between Client Name: , located at , and Service Provider Name: , located at .

WHEREAS

WHEREAS, Client desires to engage Service Provider to introduce, coordinate and provide the specific services described in this Agreement in connection with the Client's business operations and commercial relationships; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement in a professional and timely manner consistent with industry standards; and

WHEREAS, the parties wish to set forth their understanding and the terms under which Service Provider will perform the services and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall provide the services described above (the "Services") in accordance with the schedule and milestones set forth in the Payment Terms and Payment Schedule. Service Provider shall assign qualified personnel, maintain appropriate records of performance, and perform the Services in compliance with applicable laws and industry standards.

PAYMENT TERMS

Unless otherwise agreed in writing, Client shall pay Service Provider the Total Contract Amount in accordance with the Payment Schedule. Invoices shall be submitted by Service Provider and are due within days of receipt. Payment shall be made in lawful currency and free of any set-off.

If any payment is more than the agreed number of days past due, Service Provider may assess the Late Fee described above and recover reasonable collection costs, including attorneys' fees. Late fees shall be calculated from the original due date until payment in full.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing the other party written notice at least the Notice Period above. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, 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 business plans, customer lists, pricing, technical data, and trade secrets.

The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the purpose of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations under this Section shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates to seek a protective order or other appropriate remedy.

All Confidential Information and copies thereof shall be returned or destroyed upon written request of the disclosing party or upon termination of this Agreement. The confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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 principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality obligations and that injunctive relief may be sought in addition to any other remedies available at law or in equity.

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