Business Calculation Document

BUSINESS CALCULATION DOCUMENT

This Business Calculation Document (the Agreement) is entered into as of Effective Date: by and between Party A Name: and Party B Name: .

WHEREAS

WHEREAS, Party A represents that it possesses expertise, personnel and systems for preparing business calculations, financial allocations and related analytic deliverables (the Calculation Services); and

WHEREAS, Party B desires to engage Party A to perform Calculation Services relating to the business metrics and financial items described below, and Party A agrees to perform such services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Party A shall prepare and deliver the calculation deliverables described in this section and any attachments. Deliverables shall include an itemized calculation worksheet, statement of assumptions and a summary of results. Specific tasks include:

CALCULATION DETAILS

The parties agree the calculation will use the following itemized inputs and methodology. All monetary inputs are in U.S. dollars unless otherwise specified.

Calculation Methodology:

PAYMENT TERMS

Party B shall pay Party A for services in accordance with the following schedule and amounts.

Late Payment: Past due payments shall accrue interest at per month or the maximum rate permitted by law, whichever is less. In addition, a late fee of may be charged for each delinquent invoice.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. For material breach, the non-breaching party may terminate if the breaching party fails to cure within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use or disclose such information except as reasonably necessary to perform under this Agreement. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify in writing that such return or destruction has occurred, except to the extent retention is required by law or for archival backup.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , excluding its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

REPRESENTATIONS; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Party A represents that calculations will be performed with commercially reasonable skill and care. EXCEPT FOR A PARTY'S LIABILITY FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

ENTIRE AGREEMENT

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral.

CERTIFICATIONS

By signing below, each party certifies that the information and inputs provided to Party A are true, accurate and complete to the best of the signing party's knowledge, and that the signing party is authorized to enter into this Agreement and bind the party on whose behalf the signature is executed.

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