Business Trial Contract

BUSINESS TRIAL CONTRACT

This Business Trial Contract (the "Agreement") is entered into as of Effective Date: by and between Provider Name: and Client Name: .

RECITALS

WHEREAS, Provider is engaged in the business of providing the Services described below and has represented that it possesses the expertise, personnel and facilities necessary to perform a limited trial of such Services on the terms set forth herein; and

WHEREAS, Client desires to engage Provider to perform a trial engagement for the limited period and scope described in this Agreement in order to evaluate Provider's services for potential broader engagement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

PARTY CONTACTS

SCOPE OF WORK

Provider shall perform the trial services described below. The scope is limited to the activities expressly set forth and does not create an obligation for Provider to perform additional work except as agreed in writing.

PAYMENT TERMS

Client shall pay Provider a trial fee in accordance with the schedule below. Fees are non-refundable except as expressly provided in this Agreement.

Unless otherwise agreed, invoices are due within days of invoice. Overdue amounts shall accrue interest at the rate of percent per month (or the maximum permitted by law, if lower).

TERM AND TERMINATION

The trial shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for any reason upon days' prior written notice. Provider may terminate immediately for material breach by Client that remains uncured after ten (10) days' written notice.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose any Confidential Information of the other party (the "Disclosing Party") except to its employees, agents or contractors who need to know for performance under this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. "Confidential Information" does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (iii) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent compelled by law, provided that it gives the Disclosing Party prompt written notice and cooperates reasonably to seek protective measures.

LIMITATION OF LIABILITY & INDEMNIFICATION

Except for breaches of confidentiality, willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of this Agreement. Each party shall indemnify the other against third-party claims arising from that party's gross negligence or willful misconduct in connection with this Agreement.

CONVERSION OPTION

The parties may elect to convert the trial engagement to a full services agreement upon mutual written agreement. Automatic conversion to a full services agreement will occur only if:

Client elects to accept Provider's proposal within days of trial completion.

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. Venue for any action arising under this Agreement shall lie exclusively in the courts located in the chosen state, unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, including all attachments and written exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing) and shall be deemed given upon delivery by hand, five (5) days after deposit in the mail with postage prepaid, or upon confirmed electronic delivery to the designated contact.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

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