Business-to-Business Agreement

BUSINESS-TO-BUSINESS AGREEMENT

This Business-to-Business Agreement (the Agreement) is made as of by and between Company A: , a Corporation LLC Partnership organized under the laws of with its principal place of business at ; and Company B: , a Corporation LLC Partnership organized under the laws of with its principal place of business at .

RECITALS

WHEREAS, Party A is engaged in the business of ; and

WHEREAS, Party B provides and desires to perform certain services for Party A subject to the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Party B will provide such services and Party A will pay for such services.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether oral, written, or electronic, including business plans, financial information, trade secrets, pricing, customer lists, technical data, and any analyses or compilations that contain or are derived from such information, but excludes information that (a) is or becomes generally available to the public through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure without restriction; (c) is rightfully received by Recipient from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

1.2 "Services" means the services described in Exhibit A attached hereto and incorporated herein by reference, including any deliverables specified therein.

2. TERM AND TERMINATION

2.1 Term. This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Section, will continue for a period of months (the Initial Term). Thereafter this Agreement will automatically renew for successive month periods unless either party gives the other party written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Termination for Cause. Either party may terminate this Agreement for material breach upon days' prior written notice to the other party if the breach remains uncured at the expiration of such period. Termination for cause will be without prejudice to any other remedies available at law or in equity.

3. SCOPE OF SERVICES

3.1 Performance. Party B will perform the Services in a professional and workmanlike manner consistent with industry standards. Party B will furnish all personnel, tools, equipment and materials necessary to perform the Services except as expressly set forth in Exhibit A.

3.2 Changes. Any material changes to the scope, schedule, or pricing will require a written change order signed by authorized representatives of both parties. Party B will not be required to proceed with work under a disputed change order until the parties execute a written amendment addressing the change and any related adjustment to Price or schedule.

4. FEES, INVOICING AND PAYMENT

4.1 Fees. In consideration for performance of the Services, Party A will pay Party B the fees set forth in Exhibit B. Unless otherwise specified, fees are exclusive of taxes and third-party charges.

4.2 Invoicing. Party B will submit invoices in accordance with Exhibit B. Each invoice will itemize services rendered, hours (if applicable), and any reimbursable expenses. Invoices will be submitted to the notices contact set forth in Section 13.

4.3 Payment Terms. Party A will pay undisputed amounts within days of receipt of invoice. Late payments will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Disputes must be raised in writing within days of receipt of an invoice.

5. CONFIDENTIALITY

5.1 Confidentiality Obligations. Recipient will (a) use Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; (b) restrict disclosure of Confidential Information to those of its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

5.2 Compelled Disclosure. If Recipient is compelled by law to disclose Confidential Information, Recipient will provide Discloser with prompt written notice (to the extent legally permitted) and reasonably cooperate with Discloser in seeking protective measures.

5.3 Return of Materials. Upon termination or expiration of this Agreement, Recipient will, at Discloser's option, return or destroy Confidential Information and certify in writing that it has complied with this obligation, except that Recipient may retain one archival copy as required for legal or regulatory compliance.

6. INTELLECTUAL PROPERTY

6.1 Preexisting IP. Each party retains all right, title and interest in and to its preexisting intellectual property. Nothing herein transfers ownership of preexisting intellectual property.

6.2 Deliverables. Subject to Party A's payment of all amounts due, Party B grants to Party A a non-exclusive, worldwide, royalty-free license to use, reproduce and internally distribute the deliverables provided under this Agreement solely for Party A's internal business purposes. Party B retains ownership of any underlying methodologies, tools, know-how, and software components that are not specifically developed for and delivered as part of the deliverables.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that execution and performance will not violate any agreement to which it is a party.

7.2 Service Warranty. Party B warrants that the Services will be performed in a professional and workmanlike manner and in material conformance with the specifications set forth in Exhibit A. For any breach of this warranty, Party B's sole obligation and Client's exclusive remedy will be re-performance of the nonconforming Services at no additional charge, or if Party B cannot re-perform, a pro rata refund of fees paid for the affected Services.

8. INDEMNIFICATION

8.1 By Party B. Party B will indemnify, defend and hold harmless Party A and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Party B's breach of its representations, warranties or obligations under this Agreement; or (b) alleged infringement of third-party intellectual property rights by the deliverables, provided that Party A gives Party B prompt written notice of the claim, provides reasonable cooperation, and permits Party B to control the defense and settlement of the claim.

8.2 Defense and Settlement. Party B will not settle any claim that imposes an obligation on Party A without Party A's prior written consent, which will not be unreasonably withheld.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, A PARTY'S BREACH OF SECTION 5 (CONFIDENTIALITY), OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS OPPORTUNITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT IN THE MONTHS PRECEDING THE CLAIM.

10. INSURANCE

Party B will maintain, at its expense, commercial general liability insurance with limits of not less than $ per occurrence and professional liability (errors and omissions) insurance with limits of not less than $ . Upon request, Party B will provide certificates evidencing such insurance.

11. NOTICES

All notices required or permitted under this Agreement will be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or by email with confirmation of receipt. Notices will be effective upon receipt.

12. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any provision will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. A waiver of any breach will not constitute a waiver of any other breach.

13. GOVERNING LAW; VENUE

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive venue for any disputes arising out of this Agreement will be the state or federal courts located in the county of .

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with Exhibits A and B and any executed change orders, 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. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to substitute for the invalid provision a valid provision that comes closest to the parties' intent.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered electronically or by facsimile will be binding and effective for all purposes.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and will not affect interpretation. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations under this Agreement.

EXHIBIT A — SCOPE OF SERVICES (SUMMARY)

EXHIBIT B — FEES AND INVOICING (SUMMARY)

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