Business Agreement Accredo

BUSINESS AGREEMENT ACCREDO

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to advisory, implementation and ongoing support services as described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform the services described herein, and Service Provider agrees to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement become effective on the Effective Date: , and shall govern the parties' rights and obligations with respect to the subject matter hereof.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that services will be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Compensation: payable in accordance with the schedule below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Invoices shall be issued by Service Provider and are due within days of invoice date. Payments not timely received shall accrue interest at the lesser of the maximum rate permitted by applicable law or , plus reasonable collection costs and attorneys' fees.

Term and Termination

Term: This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within 15 days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for all services performed and work in progress through the effective date of termination.

If early termination by Client occurs without cause, Client agrees to pay an early termination fee of where applicable to compensate Service Provider for lost opportunity and reasonable wind-down costs.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral 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, including business plans, technical data, trade secrets, pricing and customer information.

Obligations: Receiving party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Receiving party shall take reasonable measures to protect Confidential Information from unauthorized disclosure, at least as protective as those it uses with respect to its own confidential information of similar importance.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully in receiving party's possession prior to receipt from disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. The obligation of confidentiality shall survive termination for a period of years, or longer where required by law with respect to trade secrets.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that services will be performed in a professional manner consistent with industry standards. Client represents that it will provide timely cooperation and access to information reasonably necessary for Service Provider to perform.

Indemnity: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence or willful misconduct in performing its obligations under this Agreement, subject to applicable law.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for incidental, special, punitive, or consequential damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Venue

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 that state for any dispute arising under this Agreement.

Miscellaneous Provisions

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee assumes Service Provider's obligations hereunder in writing.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

Acknowledgment

By signing below, each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them.

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