Business Award Agreement

BUSINESS AWARD AGREEMENT

This Business Award Agreement (the Agreement) is entered into by and between the parties identified below as of the Effective Date specified herein.

Parties

Recitals

WHEREAS, Awarding Party has established a business award program and desires to grant an award described as "" to recognize specified performance or achievement;

WHEREAS, Recipient has met the criteria for the award and is willing to accept the award on the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth the obligations, payment terms, confidentiality obligations and other terms governing the award in this Agreement.

Scope of Work

The Recipient shall perform and deliver the services and/or achievements that are the basis for the award as described below. The Recipient's obligations include, without limitation, the deliverables and performance standards set forth in this section.

Payment Terms

In consideration for successful completion of the Scope of Work, Awarding Party shall pay Recipient the Award Amount, subject to the terms below.

If any undisputed amount due under this Agreement is not paid within days after the due date, a late fee of percent per month (or the maximum lawful rate, if less) shall accrue on the overdue amount until paid. Reasonable collection costs and attorneys' fees incurred to collect overdue amounts shall be borne by the defaulting party.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date specified below.

Effective Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party that is not cured within a reasonable cure period of not less than 15 days following written notice of such breach.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) disclosed in connection with this Agreement. "Confidential Information" includes non-public business information, trade secrets, technical data, business plans, financial information and any other information designated as confidential or that by its nature should be treated as confidential.

The Receiving Party will use Confidential Information solely for the purposes of performing its obligations under this Agreement and will take reasonable measures to protect the Confidential Information, at least as protective as those it uses to protect its own similar information. Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Confidentiality obligations shall remain in effect for years following the termination or expiration of this Agreement, unless a longer period is required by applicable law.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement or obligation by which it is bound.

Governing Law

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

Limitation of Liability

Except for liability arising from willful misconduct or breach of confidentiality obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, and each party's aggregate liability for claims arising out of this Agreement shall be limited to the amount actually paid or payable under this Agreement.

Entire Agreement

This Agreement, including all schedules and attachments executed by the parties, 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 oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Awarding Party may assign this Agreement in connection with a merger, sale of substantially all assets or corporate reorganization.

Waiver; Severability: A waiver by either party of any breach shall not be deemed a waiver of any other breach. If any provision of this Agreement is held invalid, the remaining provisions shall continue in full force and effect.

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