Business-to-Business Contract

BUSINESS-TO-BUSINESS CONTRACT

This Business-to-Business Contract (the "Agreement") is entered into effective as of Effective Date: , by and between Client Name: , a business organized as Corporation LLC Partnership, with principal place of business at , and Service Provider Name: , a business organized as Corporation LLC Partnership, with principal place of business at .

RECITALS

WHEREAS, Client is engaged in the business of purchasing goods and/or services for commercial resale or internal business use; and

WHEREAS, Service Provider offers the goods and/or services described in this Agreement and has the capacity and expertise to perform the same subject to the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Services" means the goods, deliverables and services to be provided by Service Provider as described in Section 2. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

Service Provider shall provide the Services described as follows:

3. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of months, unless earlier terminated as provided herein. Either party may terminate for material breach if the breach is not cured within days after written notice. Termination for convenience by either party requires days' prior written notice.

4. FEES AND PAYMENT

Client shall pay Service Provider the fees set forth in this Section. The Fee for Services shall be $ payable in accordance with the payment schedule below. Invoices shall be issued and are due net days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information of the other party and shall not disclose such information to any third party except to employees, contractors or advisors with a need to know and subject to obligations of confidentiality at least as protective as those in this Agreement. Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully obtained from a third party not under an obligation of confidentiality.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of years.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider retains all right, title and interest in any pre-existing intellectual property and in any intellectual property developed by Service Provider in the course of performing the Services ("Provider IP"). Client shall receive a non-exclusive, non-transferable license to use Provider IP solely to the extent necessary to receive the benefit of the Services during the term of this Agreement. Any Client materials provided to Service Provider remain the property of Client.

7. WARRANTIES; DISCLAIMER

Service Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct or material breach of this Agreement. The aggregate liability of each party for damages arising out of or related to this Agreement shall not exceed the fees actually paid by Client to Service Provider under this Agreement during the month period preceding the event giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

9. INSURANCE

During the term of this Agreement, each party shall maintain at its own expense insurance coverage appropriate to its business, including commercial general liability insurance and, if applicable, professional liability insurance. Upon request, either party shall provide certificates of insurance evidencing such coverage.

10. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses below or to such other address as either party may designate by notice.

11. DATA PROTECTION

To the extent either party processes personal data in connection with this Agreement, the parties will comply with applicable data protection laws. Each party shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

12. ASSIGNMENT

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, pandemics, government actions, labor disputes, or failures of suppliers or carriers, provided that the affected party gives prompt notice to the other and uses commercially reasonable efforts to resume performance.

14. AMENDMENT; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless set forth in a writing signed by the party waiving the right.

15. 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.

16. ENTIRE AGREEMENT; SEVERABILITY

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 and communications, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

18. MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement.

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