Business Synchronization Agreement

BUSINESS SYNCHRONIZATION AGREEMENT

Recitals

WHEREAS, Party A and Party B each operate complementary commercial functions and desire to coordinate certain operational, data and scheduling activities to reduce duplication, increase efficiency and improve customer service; and

WHEREAS, the parties intend to synchronize specified systems, processes and data flows under the terms set forth in this Agreement to achieve mutually agreed objectives while protecting confidential information and intellectual property; and

WHEREAS, the parties desire to set forth their respective responsibilities, payment terms and dispute resolution mechanisms in a written agreement effective as of (the "Effective Date").

Scope of Work

The parties shall cooperate to synchronize the operational and technical interfaces described below. The scope includes system integration, data mapping, schedule alignment, testing, joint operational governance and reasonable training for personnel identified by each party.

Payment Terms

In consideration for the services and deliverables described in the Scope of Work, the parties agree to the following payment terms.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice given days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach, or immediately upon insolvency or assignment for the benefit of creditors.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer lists, technical specifications and trade secrets. Each receiving party shall: (a) protect 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; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure as evidenced by written records; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information and certify such destruction within thirty (30) days.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive and other equitable relief may be sought in addition to any other remedy available at law or in equity.

Data Security and Compliance

Each party shall implement and maintain appropriate administrative, technical and physical safeguards to protect synchronized data from unauthorized access, disclosure, alteration or destruction. In the event of an unauthorized disclosure or security incident affecting synchronized data, the party discovering the incident shall notify the other party promptly and cooperate in investigation and remediation. Each party shall comply with applicable data protection and privacy laws in performing under this Agreement.

Intellectual Property; License

Each party retains all right, title and interest in and to its pre-existing intellectual property. To the extent necessary to accomplish the synchronization activities, each party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use such party's intellectual property solely for the performance of this Agreement. Any joint deliverables specifically identified in the Scope of Work as jointly owned shall be owned as specified; absent such specification, deliverables created solely by one party remain that party's property.

Limitation of Liability

Except for liability arising from a party's breach of confidentiality obligations, willful misconduct or gross negligence, each party's aggregate liability under or in connection with this Agreement shall not exceed the total fees actually paid and received under this Agreement during the twelve (12) month period preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

Notices

Notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or overnight delivery and shall be effective upon receipt.

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.

Entire Agreement

This Agreement, including any exhibits and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or scanned signatures shall be deemed originals for all purposes.

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