Business System Vault

BUSINESS SYSTEM VAULT AGREEMENT

This Business System Vault Agreement (the Agreement) is entered into as of (Effective Date) by and between Service Provider: , located at , and Client: , located at .

WHEREAS

1. WHEREAS, Service Provider maintains and operates a secure repository and management platform for business systems, procedures, software configurations and related operational materials (the Business System Vault) designed to preserve, manage and transfer institutional knowledge and operational continuity;

2. WHEREAS, Client desires to engage Service Provider to store, manage and provide controlled access to Client's specified business systems and related materials in accordance with the terms and conditions set forth herein; and

3. WHEREAS, Service Provider represents that it has the technical capability, security controls and personnel necessary to perform the services described in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional manner consistent with industry-standard practices for secure custody, management, and controlled access. Specific deliverables, acceptance criteria and schedules shall be as set forth in the scope of work field above and any written statements of work executed by the parties.

PAYMENT TERMS

All invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach if such breach is not cured within the notice period specified above. Termination for convenience by either party requires the providing of the notice period set forth above and payment for all work performed through the effective termination date. Upon termination, Service Provider shall deliver to Client all Client-owned materials in its possession and shall, at Client's written direction, return or securely destroy Client Confidential Information.

CONFIDENTIALITY

Each party acknowledges that Confidential Information (as defined below) is valuable and proprietary. "Confidential Information" means non-public technical, business, financial and other information disclosed by one party (Discloser) to the other (Recipient) in oral, written, electronic or other form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Recipient shall: (a) use Confidential Information only for the purpose of performing its obligations under this Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care; and (c) not disclose Confidential Information to third parties except to those of Recipient's employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief, damages and any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, statements of work and written amendments 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, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Limitation of Liability: Except for liability arising from a party's breach of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Total aggregate liability for any claim arising under this Agreement shall not exceed the fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

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