Resource Systems Document

RESOURCE SYSTEMS DOCUMENT

This Resource Systems Document (the "Agreement") is made effective as of between Resource Provider: located at and Client: located at .

RECITALS

WHEREAS, Resource Provider maintains, configures, and manages information assets, technical infrastructure, and associated operational processes (the "Resource Systems") to support business operations and services; and

WHEREAS, Client requires access to certain Resource Systems and related services for the purposes described herein and desires Provider to perform the services subject to the terms and conditions of this Agreement; and

WHEREAS, the parties intend to define the scope, performance standards, payment terms, confidentiality obligations, and legal provisions governing the provision and use of such Resource Systems.

SCOPE OF WORK

PAYMENT TERMS

If any undisputed amount due hereunder is not paid within days after the invoice due date, a late fee of (or per month, whichever is greater) shall accrue on the overdue balance until paid. Client shall also reimburse reasonable collection costs and attorneys' fees incurred by Provider to collect overdue sums.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon providing days' prior written notice. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, system configurations, access credentials, architecture diagrams, data schemas, trade secrets, and business plans.

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 disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (c) use Confidential Information solely to perform its obligations or exercise rights under this Agreement. Confidentiality obligations shall survive termination for a period of five (5) years, except that trade secrets shall be protected for as long as they qualify as trade secret under applicable law.

Upon expiration or termination, Receiving party shall, at Disclosing party's election, return or securely destroy Confidential Information (excluding archived backups where immediate destruction is not feasible) and certify such return or destruction within days.

NOTICES

Notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses specified above and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the county where Provider's principal place of business is located for resolution of disputes.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment or agency relationship. Each party is responsible for its own taxes, employees and compliance with applicable laws.

Limitation of Liability: Except for willful misconduct, gross negligence or breaches of confidentiality or intellectual property obligations, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages, whether in contract, tort or otherwise. The aggregate liability of either party for all claims arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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