Business Answer Document

BUSINESS ANSWER DOCUMENT

Effective Date:

Parties

First Party (Provider):

Second Party (Client):

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and has represented that it possesses the skill, experience and resources necessary to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services and Provider agrees to perform the services for compensation under the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to memorialize the obligations, payment terms and confidentiality protections applicable to their relationship.

Scope of Work

Provider shall perform the work, deliverables and services as described below. Provider shall perform in a professional manner in accordance with industry standards and the schedules agreed by the parties.

Payment Terms

Client shall pay Provider the fees and expenses set forth in this section in full and in accordance with the payment schedule. All amounts are stated in lawful currency.

Late Payment: Any amounts not paid when due shall accrue interest at a rate of % per month (or the maximum rate permitted by law, if lower). In addition, Client shall pay reasonable collection costs and attorneys' fees incurred by Provider in collecting overdue amounts.

Term and Termination

Term: This Agreement commences on and shall terminate on unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of days after written notice specifying the breach. Termination for convenience by either party requires days' prior written notice.

Effect of Termination: Upon termination, Client shall pay Provider for all work performed and expenses incurred through the effective date of termination. Provider shall deliver any completed deliverables and materials for which Client has paid, and both parties shall return or destroy Confidential Information as required below.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), whether written, oral, electronic or other form, 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.

Obligations: The Receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need access to perform the Agreement and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is: (i) publicly known without breach by the Receiving Party; (ii) rightfully received from a third party without an obligation of confidentiality; (iii) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to permit the Disclosing Party to seek protective relief.

Return or Destruction: Upon termination or request, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing that it has done so, except that one archival copy may be retained subject to the confidentiality obligations of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes.

Representations; Independent Contractor

Each party represents that it has the right and authority to enter into this Agreement. Provider performs services as an independent contractor and not as an employee, agent or partner of Client. Provider is solely responsible for all taxes and other employer obligations arising from compensation paid to Provider.

Entire Agreement; Amendments

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver shall be effective except in a written instrument signed by both parties.

Notices

Notices shall be sent to the addresses set forth below or to such other address as a party may designate by written notice. Notice is effective upon receipt.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all its assets.

Remedies: Except as otherwise provided, remedies under this Agreement are cumulative and the pursuit of one remedy shall not preclude pursuit of another. The parties acknowledge that monetary damages may be inadequate and that injunctive relief may be available for breach of confidentiality or other irreparable harm.

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