Business Temporary Model

BUSINESS TEMPORARY MODEL

Parties and Recitals

This Business Temporary Model Agreement ("Agreement") is entered into as of by and between ("Client"), and ("Provider").

WHEREAS, Client desires to engage Provider to develop, test and operate a temporary business model, pilot, or related services on the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel and capability to perform the services described in this Agreement and agrees to provide such services under the terms and conditions contained herein.

Scope of Work

Provider shall perform the services and deliverables necessary to implement the temporary business model as described in the Scope of Work. The Scope of Work shall include deliverables, milestones, acceptance criteria, and any performance metrics agreed in writing by the parties.

Payment Terms

In consideration for the services provided by Provider, Client shall pay Provider the fees set forth below in accordance with the schedule and conditions stated. All fees are exclusive of taxes unless otherwise required by law. Provider shall invoice Client in accordance with the payment schedule, and Client shall timely remit payment in accordance with the invoice terms.

Payments not received within thirty (30) days of invoice due date shall accrue interest at the rate specified above and Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party given at least the number of days specified above. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing or by inspection, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party agrees: (a) to hold the other party's Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not to use Confidential Information for any purpose other than performance under this Agreement; and (c) not to disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound to maintain confidentiality no less protective than this Agreement. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables created under this Agreement solely for Client's internal business purposes during the term. Provider shall retain ownership of Provider's preexisting intellectual property and tools; Provider grants Client a license to any such materials only to the extent necessary to use the deliverables. To the extent any deliverable is a work made for hire under applicable law, ownership shall vest in Client upon full payment; otherwise Provider hereby assigns to Client all right, title and interest in such deliverables upon full payment.

Limitation of Liability

Except for liability resulting from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising out of or relating to this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall either party be liable for special, incidental, indirect, punitive or consequential damages.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of or relating to this Agreement.

Entire Agreement and Amendment

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

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates an employment, joint venture, partnership or agency relationship.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing. Notices are effective upon receipt.

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