Business SIF Document

BUSINESS SIF DOCUMENT

This Business SIF Document (the "Agreement") is entered into as of by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

RECITALS

WHEREAS, Client is engaged in the business of procuring goods and services and requires certain business information, services, and deliverables from Service Provider; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide the services and information described in this Agreement, and agrees to provide such services and information under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms governing the performance, compensation, confidentiality and other obligations in connection with the services to be provided.

SCOPE OF WORK

Service Provider shall perform the services and produce the deliverables described below. The Scope of Work shall include the specific tasks, schedules, deliverables, and acceptance criteria agreed between the parties.

PAYMENT TERMS

Compensation for the services provided under this Agreement shall be as follows.

Service Provider shall submit invoices to Client. Payment is due within days of receipt of a proper invoice.

Any amounts not paid when due shall accrue interest at per month (or the maximum rate permitted by law, if lower), plus recovery costs.

TERM AND TERMINATION

This Agreement shall commence on and remain in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination.

Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to use Confidential Information for any purpose except as necessary to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to the extent required by law or to the party's employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully known by the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation of confidentiality.

Yes    No

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

INDEMNITY AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law, subject to any limitations set forth in this Agreement.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the contact information below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by electronic delivery if receipt is confirmed.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder.

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