Business Use Case Daycap Lime

Business Use Case Daycap Lime — General Business Agreement

This Business Use Case Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client seeks to evaluate, pilot, and potentially deploy a business use case commonly known as "Daycap Lime" to accomplish business objectives described in the Scope of Work below; and

WHEREAS, Provider represents that it has the professional capability, personnel, and technical resources to perform the analysis, design, and deliverables necessary to define and validate the Daycap Lime use case in accordance with the terms and conditions in this Agreement; and

WHEREAS, the parties desire to set forth the terms that will govern Provider's performance, Client's acceptance criteria, payment, confidentiality, and the allocation of rights and liabilities related to the Daycap Lime use case.

Scope of Work

Provider shall perform the activities and deliver the work products necessary to analyze, design, and validate the Daycap Lime business use case. The Scope of Work shall include, at a minimum, tasks for requirements gathering, solution design, test scenarios, pilot execution, performance measurement, and a final recommendation report.

Payment Terms

In consideration of Provider's performance, Client shall pay Provider the fees set forth below in accordance with the schedule specified. All amounts are stated in the currency agreed by the parties and are exclusive of taxes unless otherwise required by law.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until completion and final acceptance of the Scope of Work.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured following written notice and the expiration of the notice period specified above. Termination for convenience by Client requires prior written notice in accordance with the notice period and payment for work performed through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence all nonpublic, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical specifications, pricing, performance results, and customer information related to Daycap Lime.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or advisors who need access to perform the Agreement and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidential Information does not include information that (i) was known to the Receiving Party prior to disclosure without restriction; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If disclosure is required by law, the Receiving Party will provide prompt notice when legally permitted and cooperate to obtain protective treatment.

Intellectual Property and Use Rights

Unless otherwise agreed in writing, Provider retains ownership of pre-existing tools, methodologies, templates, and intellectual property used to perform the services ("Provider Background IP"). Client is granted a non-exclusive, non-transferable, revocable license to use any Provider Background IP only to the extent necessary to use the deliverables for Client's internal business purposes pursuant to this Agreement.

Deliverables created specifically for Client under this Agreement and expressly identified as Client-owned shall be owned by Client upon full payment of fees; Provider shall execute reasonable assignments or instruments to effectuate such transfer. Provider warrants that to the best of its knowledge deliverables will not infringe third-party intellectual property rights.

Limitations of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality or intellectual property obligations, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total amounts actually paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, or punitive damages.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes not resolved by mutual agreement or mediation.

Entire Agreement

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

Miscellaneous

Notices required by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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