Business TM&A Document

BUSINESS TM&A DOCUMENT

This Business TM&A Document ("Agreement") is entered into as of Effective Date: by and between Company Name: with principal place of business at ("Company"), and Provider Name: with principal place of business at ("Provider"). Company and Provider are individually a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Company desires to engage Provider to perform certain TM&A services described herein and Provider has the requisite experience, personnel, and resources to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, Provider agrees to provide services to Company on the terms set forth in this Agreement, including deliverables, payment schedule, confidentiality obligations and assignment of specified rights where applicable.

WHEREAS, the Parties wish to set forth their entire agreement with respect to the subject matter hereof and to avoid any ambiguity regarding responsibilities, compensation, duration, and governance.

SCOPE OF WORK

PAYMENT TERMS

Company shall pay Provider the Fees described below in consideration for the Services. All Fees are payable in U.S. dollars and exclusive of taxes unless otherwise stated.

Unless otherwise agreed in writing, Provider shall invoice Company in accordance with the payment schedule. Invoices unpaid after the due date shall accrue interest at the rate specified in the Late Payment Fee above and Provider may suspend performance upon ten (10) days' prior written notice of nonpayment.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice. Termination shall not relieve either Party of payment obligations accrued prior to the effective date of termination. Upon termination, Provider shall deliver to Company all work in progress and final deliverables for which Company has paid.

CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each Party agrees to hold such Confidential Information in strict confidence, to use it only for the performance of this Agreement, and not to disclose it to any third party except as required by law or as authorized in writing by the disclosing Party.

Confidentiality obligations shall survive termination of this Agreement for the period specified above, except for information that becomes publicly available through no breach by the receiving Party or is rightfully received from a third party without restriction.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any Schedules and 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, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the Parties' original intent.

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