Business Vademecum

BUSINESS VADEMECUM

Parties and Effective Date

This Business Vademecum Agreement (the Agreement) is entered into as of Effective Date: by and between Provider Name: with primary address and Client Name: with primary address .

WHEREAS

1. Provider maintains specialized expertise, procedures and written guidance materials (the Vademecum) that consolidate operational standards, best practices, and business procedures relevant to Client's operations.

2. Client desires to obtain, and Provider agrees to develop, adapt and deliver a Business Vademecum tailored to Client's needs in accordance with the Scope of Work set forth below, subject to the terms and conditions of this Agreement.

3. The parties intend that the Vademecum will serve as a non-exclusive compilation of procedures and guidance to be used internally by Client and shall not supersede applicable law or Client's regulatory obligations.

Scope of Work

Provider will develop, revise and deliver a Business Vademecum tailored to Client which shall include organizational procedures, standard operating processes, risk controls and suggested templates (Deliverables). The Deliverables, milestones and acceptance criteria are described below.

Payment Terms

In consideration for the Deliverables and services rendered by Provider, Client shall pay Provider in accordance with the terms set forth below. All payments are due in United States dollars and are non-refundable except as expressly provided in this Agreement.

Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Late payments shall accrue interest at the rate of per month, or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will continue until End Date: .

Either party may terminate this Agreement without cause by delivering written notice at least days prior to the effective date of termination. Upon termination Client shall pay Provider for all work performed and expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party (Disclosing Party) to the other (Receiving 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 includes trade secrets, business plans, templates, procedures, financial information and client lists, but excludes information that (a) is or becomes generally known to the public other than through a breach of this Agreement by Receiving Party; (b) was known to Receiving Party prior to disclosure, as evidenced by written records; or (c) is rightfully received by Receiving Party from a third party without restriction on disclosure.

Receiving Party shall (i) protect the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except as necessary to perform this Agreement and subject to written confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years.

Intellectual Property and Use

Provider retains all right, title and interest in materials, methodologies and pre-existing intellectual property used or developed in connection with the Vademecum (Provider IP). Subject to Client's payment in full of all amounts due under this Agreement, Provider grants Client a non-exclusive, non-transferable, internal-use license to use the Deliverables and Provider IP solely for Client's internal business purposes. Any customization developed specifically for Client and identified in the Scope of Work as Client Deliverables shall be deemed Licensed Deliverables subject to this limited license. Client shall not sublicense, sell, or otherwise make the Deliverables available to third parties without Provider's prior written consent.

Representations, Warranties and Limitations

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE DELIVERABLES AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for purposes of any action arising out of or relating to this Agreement.

Entire Agreement and Modification

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, written or oral. Any amendment or modification of this Agreement 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 party, except that Provider may assign to a successor in interest in connection with a merger or sale of substantially all of Provider's assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

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