Business Affiliated Agreement

BUSINESS AFFILIATED AGREEMENT

This Business Affiliated Agreement ("Agreement") is made effective as of between the parties identified below.

RECITALS

WHEREAS, Company Name is engaged in the business of providing certain goods and/or services and has relationships, assets, and goodwill valuable to Affiliate; and

WHEREAS, Affiliate Name desires to become an affiliated business pursuant to the terms and conditions set forth in this Agreement to further the mutual commercial objectives of the parties; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

The specific services, obligations, deliverables, and performance standards that Affiliate will provide to Company (and, where applicable, Company to Affiliate) are set forth below. Parties agree that any material change to the Scope of Work shall require a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Company shall pay Affiliate for services performed under this Agreement in accordance with the following terms:

All amounts payable under this Agreement are exclusive of taxes. Each party is responsible for its own taxes except as otherwise required by law; if withholding is required by law, the paying party may withhold the required amounts and shall provide appropriate documentation of withholding.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated in accordance with this Section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receiving written notice describing the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing at least days' prior written notice to the other party. Upon termination, Company shall pay Affiliate for all undisputed services performed and approved deliverables completed through the effective date of termination.

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 ("Confidential Information"). The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party's prior written consent and shall use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has complied with this obligation, except to the extent retention is required by law.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights. Neither party shall be liable to the other for consequential, incidental, special, or punitive damages, except for liability arising from a party's willful misconduct or gross negligence.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree that remedies at law for breach of the confidentiality provisions may be inadequate and that the Disclosing Party may seek equitable relief in addition to other remedies.

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing.

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