Exclusive Form Template

EXCLUSIVE AGREEMENT

This Exclusive Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

RECITALS

WHEREAS, Client seeks to engage Provider to perform certain services on an exclusive basis and Provider represents that it has the capability and willingness to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions of their exclusive relationship, including the scope of services, payment terms, confidentiality obligations, and remedies for breach.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services described above exclusively for Client within the territory specified and shall not provide substantially similar services to any direct competitor of Client during the Term of this Agreement, except as expressly permitted in writing by Client.

2. PAYMENT TERMS

All amounts payable under this Agreement shall be paid in U.S. dollars. If any payment due hereunder is not received by Provider within five (5) business days after the due date, Provider may suspend performance until payment is made and shall be entitled to interest on overdue amounts at the rate specified above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law.

3. TERM AND TERMINATION

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

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

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means any non-public information disclosed by one party (Disclosing Party) to the other party (Receiving Party), 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, business plans, customer lists, pricing, technical data, trade secrets, and program materials.

Receiving Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) restrict disclosure to those employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance of this Agreement will not violate any agreement with any third party. Provider represents that all services will be performed in a professional and workmanlike manner consistent with industry standards.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for incidental, consequential, special, or punitive damages. Provider's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any action arising out of or related to this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. ASSIGNMENT

Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Client may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of Client's assets, provided that the assignee assumes Client's obligations hereunder.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties as nearly as possible.

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