Business Victory Document

Business Victory Document

Parties

Recitals

WHEREAS, Client and Provider desire to document the terms under which Provider will perform services and deliverables intended to achieve the business objectives mutually described below; and

WHEREAS, Provider represents that Provider has the requisite skills, personnel and resources to perform the services described in this agreement, and Client desires to retain Provider to perform such services on the terms set forth herein; and

WHEREAS, the parties agree that this document shall constitute the full agreement between them concerning the subject matter hereof effective as of Effective Date: .

Scope of Work

Provider shall perform the services and deliver the results described below. Services shall be performed in a professional manner consistent with industry standards and the agreed schedule. Specific deliverables, milestones, and acceptance criteria shall be as set forth in the Scope of Work field.

Payment Terms

In consideration for the performance of the services, Client shall pay Provider as follows.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may immediately terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice, or immediately if such breach cannot reasonably be cured within thirty (30) days.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including business plans, trade secrets, technical data, financial information, customer lists and other information 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"). The Receiving Party shall not use Confidential Information except for performance under this Agreement and shall not disclose Confidential Information to any third party, except to employees, agents or subcontractors who have a need to know and who are subject to confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid order of a court or governmental agency, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates with reasonable measures to limit the disclosure.

Warranties; Liability

Provider warrants that services will be performed with reasonable skill and care consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If not resolved by negotiation within sixty (60) days, the parties may pursue any available legal or equitable remedies in the courts of the chosen State.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign 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. 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. Severability: If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect.

Acknowledgment

Each party represents and warrants that the person signing below is duly authorized to execute this Agreement on behalf of the party and that by signing, the party accepts and agrees to be bound by all terms and conditions contained herein.

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