Business Tools Document

BUSINESS TOOLS DOCUMENT

This Business Tools Document (the "Agreement") is entered into by and between , having its principal place of business at (hereinafter "Provider"), and , having its principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider develops, licenses, markets and supports certain business tools, software, training materials and related services intended to improve operational efficiency and productivity; and

WHEREAS, Client desires to engage Provider to deliver specified business tools and related professional services under the terms of this Agreement, and Provider is willing to provide such tools and services on the terms set forth herein.

WHEREAS, the parties agree the specific scope, schedule and compensation shall be set forth in this Agreement and any written attachments signed by both parties.

SCOPE OF WORK

Provider will deliver the services and deliverables described above in a professional and workmanlike manner consistent with industry standards. Any material change in the scope of work that affects cost or schedule will require a written change order executed by authorized representatives of both parties.

PAYMENT TERMS

All fees are due in accordance with the Payment Schedule. Unpaid amounts shall accrue interest as described in the Late Payment Fee field above, and Client shall be responsible for reasonable collection costs, including attorneys' fees, if enforcement is required.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for material breach by the other party that remains uncured for the period set forth above following written notice. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to pricing, business processes, customer lists, non-public software code, and technical documentation.

Each party shall (i) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Section.

Notwithstanding the foregoing, Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or court order (provided that the receiving party gives prompt notice and assistance to seek protective measures).

INDEPENDENT CONTRACTOR

Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties. Provider shall be solely responsible for withholding and paying all taxes and benefits related to Provider's personnel.

NOTICES

Notices under this Agreement shall be in writing and delivered to the respective notice contacts above by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for any special, incidental, consequential or punitive damages arising out of or related to this Agreement, whether in contract, tort or otherwise. Provider's aggregate liability for direct damages shall be limited to the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

This Agreement, including any attachments and written change orders signed by the parties, 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. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and will not affect interpretation.

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