Business Standard Kit

BUSINESS STANDARD KIT

This Business Standard Kit Agreement (Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Provider develops and maintains a suite of standardized business documents, templates, training materials and procedural checklists (collectively, the Kit) designed for use by small and medium enterprises; and

WHEREAS, Client desires to obtain from Provider the Kit and related services on the terms and conditions set forth in this Agreement; and

WHEREAS, Provider is willing to provide the Kit and related services to Client in accordance with this Agreement;

SCOPE OF WORK

Provider will deliver the Business Standard Kit items and services described below. Provider shall perform the services with professional care, skill and diligence in accordance with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Kit and services. All fees are payable in lawful currency of the United States unless otherwise agreed in writing. Unless otherwise stated, amounts are exclusive of applicable taxes, which Client shall be responsible for.

Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in performance of the Scope of Work. Provider may suspend delivery of deliverables for overdue invoices if payment is not received within the stated invoice period following written notice.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligations to pay fees accrued prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) 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, including business processes, templates, pricing, and client lists. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Receiving Party shall (i) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) limit access to Confidential Information to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Kit, including all intellectual property rights. Provider grants Client a limited, non-exclusive, non-transferable license to use the delivered Kit materials for Client's internal business purposes only, subject to full payment of fees. Client shall not copy, distribute, sublicense, sell, or otherwise exploit the Kit except as expressly authorized in writing by Provider.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding 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 laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

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