Business Clarification Document

BUSINESS CLARIFICATION DOCUMENT

Client Name:   Client Address:

Counterparty Name:   Counterparty Address:

Project Reference:   Effective Date:

RECITALS

WHEREAS, Clarifying Party is engaged in the business described in the Project Reference and has requested certain clarifications and confirmations from Counterparty regarding the scope, deliverables, and payment arrangements; and

WHEREAS, Counterparty has agreed to provide written clarifications and confirmations to eliminate ambiguity in the existing business relationship and to document agreed terms for the Project Reference; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, and intending to be legally bound, the parties agree as follows:

SCOPE OF WORK

The Counterparty hereby clarifies and confirms that the services, deliverables, milestones, and acceptance criteria for the Project Reference are as follows. The parties intend this description to resolve prior ambiguities and to serve as the operative description of work to be performed.

PAYMENT TERMS

The parties agree that the Clarifying Party shall pay the Counterparty the fees and on the schedule set forth below in full satisfaction of the clarified services.

Payment Due:   Net Terms (days):

Late Payment: A late fee of % per month (or the maximum permitted by applicable law, if lower) shall accrue on any unpaid amounts outstanding after the payment due date. In addition to late fees, the non-paying party shall be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Clarification Document shall commence on the date set forth as Effective Date above and shall continue until the completion of the obligations described in the Scope of Work, unless earlier terminated pursuant to this section.

Term Start Date:    Term End Date:

Either party may terminate this Document for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate for material breach by the other party if the breach remains uncured for a period of ten (10) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of the Scope of Work it may receive Confidential Information of the other party. "Confidential Information" shall mean non-public business, technical, or financial information disclosed in writing or orally and designated as confidential or that a reasonable person would understand to be confidential. Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Document, (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 any third party except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as these.

The obligations in this section shall not apply to 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 obtained by the receiving party from a third party without breach of any obligation of confidentiality, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If disclosure is compelled by law, the receiving party shall provide prompt notice to the disclosing party and cooperate to obtain confidential treatment.

GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Document by negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties agree to submit the dispute to mediation prior to initiating litigation.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Document, together with the Scope of Work and any referenced payment schedule, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

Amendment: Any amendment or modification of this Document must be in writing and signed by authorized representatives of both parties.

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

Severability: If any provision of this Document is held to be invalid or unenforceable, the remainder of this Document will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely reflects the parties' original intent.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Document and to perform its obligations hereunder, and that the person signing below is duly authorized to execute this Document on behalf of such party.

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