Business Attachment F

BUSINESS ATTACHMENT F

RECITALS

WHEREAS, Client Name: (hereinafter "Client") and Contractor Name: (hereinafter "Contractor") desire to set forth the terms under which Contractor will perform the services described below.

WHEREAS, this Business Attachment F is made pursuant to Agreement Reference: and is incorporated into and forms part of the governing agreement between the parties.

SCOPE OF WORK

Contractor shall perform the work and deliverables described below in accordance with the standards and timelines set forth herein.

PAYMENT TERMS

Compensation: Client shall pay Contractor the Total Contract Amount of $ for the scope described above, subject to adjustments only as provided by written change order duly executed by both parties.

Invoicing and Payment Terms: Contractor shall invoice Client in accordance with the payment schedule. Unless otherwise stated on the invoice, Client shall pay invoiced amounts within days of receipt of a proper invoice. Payments shall be made in lawful currency.

Late Payment: Any undisputed amount not paid within the period set forth above shall accrue a late fee equal to % per month (prorated daily) or the maximum lawful rate if less. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement: This Attachment shall commence on the Effective Date: day month year .

Termination Date: Unless earlier terminated in accordance with this Attachment, the term shall expire on day month year .

Termination for Convenience: Either party may terminate this Attachment for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Attachment immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written 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.

Obligations: Receiving party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance of this Attachment; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt written notice and the disclosure is limited to the extent legally required.

Duration: The confidentiality obligations under this Attachment shall survive termination or expiration for a period of years, except for trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW

This Attachment shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Attachment.

MISCELLANEOUS PROVISIONS

Independent Contractor: Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor is solely responsible for payment of all employment taxes and benefits relating to Contractor's personnel.

Indemnification: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party's breach of this Attachment, negligence or willful misconduct.

Notices: All notices shall be in writing and delivered to the addresses set forth below or as otherwise designated in writing by a party.

ENTIRE AGREEMENT

This Attachment, together with the agreement referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

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