Business VBK Agreement

Business VBK Agreement

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

Client Name:

VBK Provider Name:

RECITALS

WHEREAS, Client operates a business engaged in commercial activities for which certain VBK products, systems, or services are required; and

WHEREAS, Provider represents that it has the expertise, personnel, and resources to supply, implement, or maintain VBK services or deliverables in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

Provider shall perform and deliver the services and deliverables described below in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider for the services and deliverables as set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount is not paid within days after the invoice due date, Client shall pay interest on the overdue amount at a rate of (or the maximum rate permitted by law, if lower). Provider may suspend performance for amounts overdue by more than days following written notice.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice of breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, or electronic, 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, without limitation, trade secrets, business plans, financial information, customer lists, and technical data.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) not use such Confidential Information except to perform its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information shall not include information that is or becomes publicly available without breach of this Agreement, that was lawfully in the receiving party's possession prior to disclosure, or that is independently developed without use of the other party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall return or destroy, at the disclosing party's option, all Confidential Information, except to the extent retention is required by applicable law or internal record-keeping policies.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner materially consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including lost profits, regardless of the theory of liability, even if advised of the possibility of such damages. Each party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total amounts paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

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