Active State Business Document

ACTIVE STATE BUSINESS DOCUMENT

This Active State Business Document (the "Agreement") is entered into as of Effective Date: , by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires certain business services and deliverables to be performed for operations and commercial activity in the Active State and desires to engage Provider to perform those services on the terms set forth in this Agreement.

WHEREAS, Provider represents that it possesses the necessary experience, personnel, facilities and capability to perform the services described herein in a professional manner and in compliance with applicable laws and industry standards.

WHEREAS, the parties intend by this Agreement to set forth the scope, payment terms, confidentiality obligations and other terms governing the relationship between the parties while the Agreement is in effect.

SCOPE OF WORK

Provider shall perform the services and deliverables described below ("Services"). Provider shall provide qualified personnel, equipment and expertise necessary to complete the Services in accordance with the milestones, specifications and delivery schedule set forth or appended to this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services in accordance with the following payment provisions. All amounts are stated in the currency agreed between the parties.

All invoices delivered by Provider shall itemize work performed and applicable taxes. Client shall pay undisputed invoices within the time set out in the Payment Schedule. Disputed amounts shall be handled in good faith and resolved promptly; undisputed portions remain due and payable.

TERM AND TERMINATION

This Agreement commences on Start Date: , and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either party may terminate for convenience upon written notice given in accordance with the Notice provisions below and the notice period provided above. Termination does not relieve Client of its obligation to pay for Services performed through the effective date of termination and any non-cancellable commitments.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party 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, including trade secrets, pricing, business plans, customer lists, technical data and proprietary processes.

Each party agrees: (a) to hold in confidence the Confidential Information of the other; (b) not to use such Confidential Information except to perform obligations under this Agreement; and (c) not to disclose such Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information shall not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, or certified mail (return receipt requested), and shall be effective upon receipt.

ADDITIONAL PROVISIONS

Performance standards: Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Provider shall maintain all required permits, licenses and insurance necessary to perform the Services.

Limitation of liability: Except for liability arising from gross negligence, willful misconduct or a breach of the Confidentiality obligations, neither party shall be liable for incidental, consequential or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months prior to the event giving rise to the claim.

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