Business Tool Document

BUSINESS TOOL AGREEMENT

This Business Tool Agreement (the Agreement) is entered into effective as of by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Provider has developed or controls certain business tools, technology, methodologies and documentation (the Tool) useful for Client in connection with Client's business operations; and

WHEREAS, Client desires to obtain from Provider a license and related services to use the Tool on the terms set forth in this Agreement, and Provider is willing to grant such license and perform the specified services under the terms and conditions below.

WHEREAS, the parties intend by this Agreement to define the scope of work, payment, confidentiality, and other material terms governing their relationship.

PARTIES AND CONTACTS

SCOPE OF WORK

Provider shall provide the Tool, any associated documentation, implementation services, training, and support described below (Scope). The Scope shall include deliverables, milestones, and acceptance criteria as specified by the parties.

PAYMENT TERMS

Client shall pay Provider for the Tool and services as set forth below. All fees are exclusive of taxes unless otherwise stated, and Client shall be responsible for any applicable taxes.

TERM AND TERMINATION

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

Either party may terminate this Agreement for cause upon material breach by the other party that remains uncured for a period of days following written notice. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, including business plans, pricing, client data, source code, methodologies, and other proprietary information marked or reasonably understood to be confidential. The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations no less protective than those herein, and (c) exercise at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available other than by breach of this Agreement; (ii) is known to the receiving party at the time of disclosure without restriction; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Provider retains all right, title and interest in and to the Tool, including all intellectual property rights therein, whether pre-existing or developed in connection with this Agreement. Subject to Client's full payment of fees, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the Tool solely for Client's internal business purposes for the Term. Any custom deliverables developed for Client will be addressed in the Scope and, unless otherwise agreed in writing, Provider retains ownership of underlying tools, algorithms, and methodologies incorporated in such deliverables.

WARRANTIES AND LIMITATIONS

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE TOOL AND SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING UNDER 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 laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification 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, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Notices shall be in writing and delivered to the contact details provided above.

ENTITY TYPE

Client Entity Type: Individual Corporation LLC Partnership

Provider Entity Type: Individual Corporation LLC Partnership

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