Business Supplements Template

BUSINESS SUPPLEMENTS AGREEMENT

This Business Supplements Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client Name: is engaged in the business and activities described in the Scope of Work below; and

WHEREAS, Provider Name: possesses the expertise, personnel and resources to provide supplements, enhancements, or ancillary services as further described herein; and

WHEREAS, the parties desire to set forth the terms under which Provider will deliver such supplements and any related deliverables to Client pursuant to the terms of this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. Any additional expenses must be pre-authorized in writing by Client.

Late Payment Fee: If any undisputed amount due under this Agreement is not paid within days after the due date, interest will accrue at , or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice for material breach that remains uncured for days following receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all completed and in-progress deliverables and Client shall pay Provider for Services performed and approved expenses incurred through the effective date of termination, subject to any offsets permitted by law or this Agreement.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether orally or in writing, that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

Obligations: The receiving party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to its employees, agents, subcontractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally known to the public other than by breach of this Agreement, (ii) is rightfully received from a third party without restriction, (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 or valid legal process, provided the receiving party gives prompt written notice to the disclosing party to permit the disclosing party to seek protective relief.

INTELLECTUAL PROPERTY AND DELIVERABLES

Ownership: Unless otherwise expressly agreed in writing, Provider grants to Client a perpetual, non-exclusive, worldwide license to use the deliverables created under this Agreement for Client's internal business purposes. Provider retains ownership of pre-existing intellectual property and tools; any pre-existing Provider materials embedded in deliverables are licensed, not assigned.

WARRANTIES AND LIABILITY

Provider represents and warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and supplements expressly incorporated herein, 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. Any modification or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses provided by the parties, and will be effective upon receipt.

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