Business SMI Document

BUSINESS SMI DOCUMENT

Parties

Recitals

WHEREAS, Company possesses certain sensitive market information, proprietary processes, and business data (collectively, "SMI") that Company wishes to protect while obtaining specified services; and

WHEREAS, Service Provider has the expertise and resources to perform the services described in this Agreement and will receive access to SMI only to the extent necessary to perform such services; and

WHEREAS, the parties desire to set forth their respective rights and responsibilities regarding the provision of services, the protection of SMI, payment for services, and related terms.

Agreement Effective Date

This Agreement is effective as of (the "Effective Date").

Scope of Work

Service Provider will perform the services and deliverables described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Company shall pay Service Provider the fees set forth below in exchange for the services. Unless otherwise agreed in writing, payments shall be made in United States dollars.

Late payments shall accrue interest at a rate of % per month (or the maximum rate permitted by law), plus all reasonable collection costs and attorneys' fees incurred by the non‑defaulting party.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach.

Termination shall not relieve Company of the obligation to pay for services performed and expenses incurred through the effective date of termination, nor shall it limit either party's rights with respect to remedies for breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Company to Service Provider that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including SMI, business plans, customer lists, financial data, and technical information.

Service Provider 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, or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement; and (c) protect Confidential Information using reasonable care, but in no event less than a reasonable standard of care.

Confidential Information does not include information that: (i) is or becomes publicly known through no wrongful act of 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 or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates in any lawful effort to limit or protect such disclosure.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy, at the disclosing party's election, all Confidential Information and certify in writing the destruction of all copies. The obligations under this Confidentiality section shall survive for a period of three (3) years following termination, except that obligations with respect to trade secrets and SMI shall survive as long as such information remains a trade secret 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 conflict of law principles.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, OR FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY COMPANY TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Entire Agreement

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets. The rights and obligations of the parties under this Agreement are independent contractual rights and are not intended to create any partnership, joint venture, or agency relationship.

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