Business Tool Kit

BUSINESS TOOL KIT AGREEMENT

This Business Tool Kit Agreement (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Provider has developed and maintains a suite of business tools, templates, training materials and related documentation described herein as the "Tool Kit"; and

WHEREAS, Client desires to acquire from Provider certain Tool Kit components, accompanying training and limited implementation assistance as set forth in this Agreement, and Provider is willing to provide such items subject to the terms below; and

WHEREAS, the parties intend that Provider's deliverables, related services and license rights be set forth in a single written agreement governing scope, payment, confidentiality and remedies.

SCOPE OF WORK

Provider shall deliver the Tool Kit deliverables, services and training described below. Provider will perform the services in a professional manner consistent with industry standards and the timelines set forth in the Scope of Work field.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of the Tool Kit and services. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue a late fee of % per month (or the maximum permitted by law), after a grace period of days following the invoice due date. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and Tool Kit deliverables delivered through the effective date of termination. Sections concerning payment, confidentiality, indemnity and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial and other information disclosed by either party to the other that is designated confidential or which by its nature should reasonably be considered confidential. Confidential Information does not include information that: (a) was rightfully known to the recipient prior to disclosure; (b) is or becomes publicly available through no fault of the recipient; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

The recipient shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to its employees, contractors and agents having a need to know and subject to confidentiality obligations at least as protective as those herein; and (iii) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The confidentiality obligations shall remain in effect for years from disclosure, except for trade secrets which shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND LICENSE

Provider retains all right, title and interest in and to the Tool Kit, including all intellectual property rights. Subject to Client's payment of all fees due, Provider grants Client a non-exclusive, non-transferable, non-sublicensable license to use the delivered Tool Kit materials for Client's internal business operations only. Client may not copy, modify, distribute, sublicense or create derivative works of the Tool Kit except as expressly permitted in writing.

WARRANTIES, LIMITATION OF LIABILITY, INDEMNITY

Provider warrants that it will perform services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING WARRANTY, THE TOOL KIT AND SERVICES ARE PROVIDED "AS IS" WITHOUT OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

Client shall indemnify and hold Provider harmless from third-party claims arising from Client's misuse of the Tool Kit, Client-created materials, or Client's breach of this Agreement.

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 in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all schedules, appendices and attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and representations. 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 to a successor in interest to substantially all of its business or assets. If any provision is determined to be invalid or unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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