Business Tool Copy

BUSINESS TOOL COPY AGREEMENT

Parties

Recitals

WHEREAS, Provider has developed, owns, and maintains a business tool comprising software, documentation, and related materials intended to assist with business operations and process automation (the "Tool"); and

WHEREAS, Client desires a copy of the Tool for the limited purposes set forth in this Agreement and Provider is willing to deliver a copy and license subject to the terms below; and

WHEREAS, the parties wish to set forth the scope, payment, confidentiality, term, and other material terms governing Provider's delivery of a Business Tool Copy to Client.

Scope of Work

Provider shall deliver to Client a copy of the Tool and any associated documentation and installation instructions reasonably necessary for Client's internal use. Provider's obligations include delivery, installation assistance (if requested), and a limited transfer of documentation.

Payment Terms

As consideration for the copy of the Tool and associated services, Client shall pay Provider the fees set forth below in accordance with the schedule. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Any undisputed late payment shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law, calculated daily and compounded monthly. Provider reserves the right to suspend delivery if payments are more than days overdue.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date unless earlier terminated in accordance with this section.

Effective Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice. Termination does not relieve Client of any payment obligations accrued prior to termination.

Confidentiality

"Confidential Information" means business, technical, financial, and other non-public information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances. The receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict access to Confidential Information to personnel with a need to know and who are bound by confidentiality duties no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent of the disclosing party.

Confidential Information does not include information that: (i) is or becomes publicly available through no wrongful act of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. The confidentiality obligations shall survive termination for a period of years.

License and Use Restrictions

Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the delivered copy of the Tool solely for Client's internal business purposes as set forth in the Scope of Work. Client shall not: (a) copy, modify, or create derivative works of the Tool except as expressly permitted; (b) reverse engineer, decompile, or disassemble the Tool; (c) distribute, sublicense, sell, or otherwise transfer the Tool to third parties; or (d) remove or alter any proprietary notices.

Warranties; Limitation of Liability

Provider warrants that it has the right to grant the license granted herein and that the delivered copy will substantially conform to the documentation at delivery. EXCEPT FOR THE FOREGOING, THE TOOL IS PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement

This Agreement 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices must be in writing and delivered to the contact addresses set forth above. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of its business or assets without Client consent.

Sign Now