Business Skytrain Document

BUSINESS SKYTRAIN DOCUMENT

This Business Skytrain Document (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , with primary address at: ("Provider"), and Client Name: , with primary address at: ("Client").

RECITALS

WHEREAS, Provider operates and provides services, software, systems and consulting related to Skytrain business operations, logistics, and digital integration, and possesses specialized expertise and personnel to perform the services described below; and

WHEREAS, Client desires to retain Provider to perform certain services to implement, integrate, operate and support the Skytrain business solution on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider and Client wish to set forth their respective rights and obligations with respect to such services and payments.

SCOPE OF WORK

Provider shall perform the services described in the Description of Services above and any attachment or schedule mutually executed by the parties. Services shall include project management, system design, implementation, testing, training, and post-deployment support as further specified in the Description of Services. Provider shall use commercially reasonable efforts, qualified personnel and industry standard practices in the performance of services.

PAYMENT TERMS

Payment shall be due in accordance with the Payment Schedule. Unless otherwise agreed, invoices are due within days of invoice date. All amounts are payable in lawful currency and are exclusive of taxes which Client shall pay when applicable.

If any undisputed amount remains unpaid beyond the invoice due date, Provider may assess the Late Fee and suspend services after providing written notice and a ten (10) day opportunity to cure. Provider's right to suspend services is in addition to any other remedies available at law or in equity.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to effective termination. Upon termination, Provider shall deliver work in progress and cooperate to the extent reasonably necessary for an orderly transition, subject to payment of outstanding amounts.

CONFIDENTIALITY

"Confidential Information" means all non-public business, technical, financial and operational information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes generally known to the public other than by breach of this Agreement, is already in the receiving party's possession, or is independently developed without reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or certify destruction of Confidential Information, except that Provider may retain one archival copy for legal and compliance purposes.

INTELLECTUAL PROPERTY & DELIVERABLES

Unless otherwise agreed in writing, Provider retains ownership of Provider intellectual property, methodologies and tools used in performing services. Client is granted a non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. If custom deliverables are paid for in full under this Agreement, ownership of those custom deliverables shall vest in Client upon full payment, subject to Provider's pre-existing tools and background intellectual property.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality or willful misconduct, in no event shall either party be liable for incidental, consequential, special or punitive damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim. Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of deliverables or Client-provided materials.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. Notices shall be in writing and delivered to the addresses set forth above or as otherwise designated in writing.

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