Business Tenable Document

BUSINESS TENABLE DOCUMENT

This Business Tenable Document ("Agreement") is made and entered into as of by and between:

Party Identification

WHEREAS

WHEREAS, the Service Provider represents that it possesses the necessary expertise, personnel and resources to perform the services described in this Agreement; and

WHEREAS, the Client desires to retain the Service Provider to perform services on the terms and conditions set forth herein in order to maintain, protect, and ensure the tenability of the Client's business operations and related assets.

SCOPE OF WORK

The Service Provider shall provide the services, deliverables and performance standards described below. The Service Provider agrees to perform all services with reasonable skill and in a professional manner consistent with industry standards.

PAYMENT TERMS

The Client shall pay the Service Provider in consideration for the performance of the Scope of Work as follows:

All invoices are due as set forth in the Payment Schedule. Unpaid amounts shall accrue interest at the stated Late Payment Fee and the Client shall be responsible for all collection costs, including reasonable attorneys' fees. The Service Provider may suspend performance if invoiced amounts remain unpaid for more than days after the invoice due date, provided that the Service Provider gives written notice of intent to suspend and a minimum cure period of days.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated pursuant to this Section, shall continue until .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice identifying the breach.

Termination shall not relieve the Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, nor shall it limit any other remedies available at law or in equity.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is clearly identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, trade secrets, business plans, financial information, client and vendor lists, technical designs and other proprietary information.

The Receiving Party shall: (a) not use Confidential Information except as necessary to perform under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates with reasonable efforts to obtain protective relief.

LIMITATION OF LIABILITY

Except for breaches of the Confidentiality clause or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid by the Client to the Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties agree to attempt to resolve disputes arising under this Agreement in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration conducted in the chosen governing state under rules selected by the parties. Each party reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened breaches of Confidential Information obligations.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments 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 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 that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for reference only and shall not affect interpretation.

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