Business Attachment Document

BUSINESS ATTACHMENT DOCUMENT

Attachment Title:    Attachment No.:    Effective Date:

Parties

This Business Attachment Document (the "Attachment") is entered into as of the Effective Date above by and between:

WHEREAS

WHEREAS, Client Name: and Company/Provider Name: previously entered into a Master Agreement dated (the "Master Agreement");

WHEREAS, the parties desire to set forth the specific deliverables, payment terms and ancillary provisions applicable to the services described in this Attachment and to make such terms part of the Master Agreement; and

WHEREAS, the parties agree that the terms of this Attachment will govern to the extent of any conflict with the Master Agreement with respect to the subject matter of this Attachment, as provided herein.

Scope of Work

The Provider will perform the services and deliver the deliverables described below in accordance with the standards of care and timelines set forth in this Attachment.

Payment Terms

Compensation for the services and deliverables under this Attachment shall be as follows.

Invoices shall be submitted to the party designated on the Master Agreement and shall be payable within days of invoice receipt unless otherwise specified above.

Late payments shall incur interest at the lesser of or the maximum allowed by applicable law, calculated monthly on the outstanding balance until paid in full.

Term and Termination

This Attachment commences on Start Date: and, unless earlier terminated in accordance with this Attachment, will expire on End Date: .

Either party may terminate this Attachment for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of days after written notice specifying the breach.

Confidentiality

For purposes of this Attachment, "Confidential Information" means all nonpublic information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall 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, shall use Confidential Information solely for the performance of this Attachment, and shall not disclose Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall survive termination of this Attachment for a period of years.

Representations; Indemnity

Each party represents that it has the authority to enter into this Attachment. Provider represents that services will be performed in a professional manner consistent with industry standards. Provider shall indemnify and hold harmless Client from and against any third-party claims arising from Provider's negligence or willful misconduct in performing the services, subject to any limitations set forth in the Master Agreement.

Governing Law

This Attachment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive jurisdiction for any disputes arising out of this Attachment shall be in the state or federal courts located within that State, subject to any dispute resolution provisions in the Master Agreement.

Entire Agreement

This Attachment, together with the Master Agreement and any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter of this Attachment and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter. In the event of any conflict between the terms of this Attachment and the Master Agreement, the terms of this Attachment shall control as to the subject matter hereof.

The parties acknowledge that this Attachment is executed voluntarily and that the individuals signing below are authorized to bind their respective parties to the terms of this Attachment.

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