Business Use WU Form

BUSINESS USE WU FORM

Parties

Recitals

WHEREAS, Client requires business-use access to the WU Services and related operational support for the Client's commercial activities; and

WHEREAS, Service Provider is duly authorized and qualified to provide WU Services, support, and implementation services and has agreed to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the relationship between them.

Scope of Work

Services will include operational access to WU Services, integration assistance, staff training, and ongoing support as set forth in the Description of Services. Any change to the Scope of Work shall be in writing and signed by authorized representatives of both parties and shall specify any adjustment to fees or schedule.

Payment Terms

Client shall pay Service Provider the fees set forth in this Agreement in consideration for Services rendered. All fees are exclusive of applicable taxes which Client shall pay where required.

Invoices not paid within the Payment Due period shall accrue interest at the Late Fee rate set forth above, and Client shall be responsible for all reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Section.

Effective Date:

End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the Termination Notice Period after written notice. Termination for convenience by either party requires the Termination Notice Period. Upon termination, Client shall pay for Services performed and non-cancellable commitments incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information includes business plans, technical information, financial information, customer lists, and any proprietary materials related to WU Services.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is (i) publicly known through no act or omission of the Receiving Party, (ii) rightfully received from a third party without restriction, or (iii) independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall return or destroy Confidential Information and certify in writing that it has done so to the extent permitted by law. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate and agree that injunctive relief shall be an available remedy.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notice is effective upon receipt.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within 30 days, either party may pursue any rights available at law or in equity in the state or federal courts located in the chosen governing state.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate in the defense.

Entire Agreement; Amendments

This Agreement, together with any exhibits or written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification to this Agreement is effective unless 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 party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Acknowledgement

The undersigned represent and warrant that they are duly authorized to execute this Agreement on behalf of the respective parties and that execution and performance of this Agreement will not violate any law or other agreement to which the signing party is subject.

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