Business VNN Document

Business VNN Document

Parties and Effective Date

This Business VNN Document (the "Agreement") is entered into effective as of , by and between Company Name: and Vendor Name: .

Business VNN Identifier:

Recitals

WHEREAS, Company is engaged in the operation of its business and requires certain goods, services, technical information and access rights to perform its business objectives; and

WHEREAS, Vendor possesses the expertise, systems and the Business VNN capabilities to provide the services described in this Agreement and is willing to provide such services on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the provision of services, payment, confidentiality and other related matters.

Scope of Work

Vendor shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be as set forth in the Description of Services or in attached work orders executed by both parties.

Payment Terms

Unless otherwise agreed in writing, Vendor shall invoice Company in accordance with the Payment Schedule. Unless a different period is set forth in an invoice, all undisputed invoices are due and payable within days from the invoice date. Company shall pay undisputed amounts in full in lawful funds.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition to interest, Vendor may suspend performance if payments are more than days overdue after written notice.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party of days. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any 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. Confidential Information includes business plans, technical data, trade secrets, source code, customer lists, pricing, and the Business VNN technical and access specifications.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, affiliates or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already rightfully known by the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any obligation; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law, regulation or valid court order, provided it gives the Disclosing Party prompt written notice and cooperates in seeking a protective order or other appropriate remedy.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Vendor represents that the services will be provided in a professional manner consistent with industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY COMPANY TO VENDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the governing state specified above without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, any unresolved dispute shall be submitted to the courts located in the governing state.

Entire Agreement; Amendments

This Agreement, including any attachments and executed work orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective except by a written instrument executed by authorized representatives of both parties.

Notices

Notices under this Agreement shall be in writing and delivered to the notice address provided above, or to such other address as either party may designate by notice to the other. Notices shall be deemed given upon receipt.

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