Business TAC Order

BUSINESS TAC ORDER

Ordering Party:     Service Provider:

Purchase Order No.:     Effective Date:

RECITALS

WHEREAS, Ordering Party desires to procure certain technical assistance, equipment orders, services, or advisory activities described herein pursuant to the terms of this Business TAC Order; and

WHEREAS, Service Provider possesses the necessary expertise, personnel, and resources to perform the work described in this Order and is willing to provide such work subject to the terms and conditions set forth below; and

WHEREAS, the parties desire to document the scope, payment, term, confidentiality, and other material provisions for the contemplated services and deliverables under this TAC Order.

SCOPE OF WORK

ORDERED ITEMS

Item 1

Item 2

PAYMENT TERMS

Total Compensation:

Deposit or Upfront Payment:     Payment Terms: Net days from invoice date.

Late Payment Fee: on overdue balances, plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Term Commencement:

Termination Date (if applicable):

Either party may terminate this Order for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. For convenience, either party may terminate upon days' prior written notice, subject to payment for services performed and non-cancellable commitments.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public, proprietary, or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Order. Confidential Information does not include information that is (a) known to the Receiving Party prior to disclosure as evidenced by written records, (b) publicly available through no breach by the Receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the Disclosing Party's Confidential Information.

The confidentiality obligations shall survive termination of this Order for years, except that trade secrets shall remain protected for so long as they qualify as trade secret under applicable law.

WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

GOVERNING LAW

This Order shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law principles. Exclusive venue for any dispute arising out of this Order shall be the state or federal courts located within that State.

ENTIRE AGREEMENT

This Business TAC Order, together with any attached exhibits, statements of work, or referenced purchase order terms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No modification or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

Independent Contractors: The parties are independent contractors; nothing in this Order creates an employment, partnership, joint venture, or agency relationship.

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