Business Conjunction Document

BUSINESS CONJUNCTION DOCUMENT

Parties

Recitals

WHEREAS, Party A: and Party B: (collectively, the Parties) desire to collaborate and perform joint business activities described herein; and

WHEREAS, the Parties intend to combine specific assets, expertise and resources to pursue the business objectives set forth in this Business Conjunction Document effective as of (the Effective Date);

WHEREAS, the Parties wish to set forth their respective roles, deliverables, payment obligations, confidentiality obligations and other terms governing the collaboration.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Scope of Work

The Parties will jointly perform the activities described below. Each Party shall perform its obligations in good faith and in a professional manner consistent with industry standards.

2. Payment Terms

Compensation for services performed under this Document shall be as follows. Unless otherwise specified, payments are exclusive of applicable taxes, which shall be the responsibility of the paying Party.

All payments are due within the payment period specified above following receipt of an accurate invoice. Unpaid amounts shall bear interest at the rate set forth above or, if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by law.

3. Term and Termination

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

Either Party may terminate this Document for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations.

4. Confidentiality

Each Party (the Receiving Party) shall hold in confidence and not use or disclose Confidential Information of the other Party (the Disclosing Party) except as necessary to perform obligations under this Document. "Confidential Information" includes non-public business, technical, financial and other information designated as confidential or that reasonably should be understood to be confidential.

Confidential Information does not include information that: (a) is or becomes publicly available other than by a breach of this Document; (b) was known to the Receiving Party prior to disclosure as documented by written records; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that, where lawful and practicable, the Receiving Party gives prompt notice and cooperates with reasonable efforts to seek confidential treatment.

5. Governing Law

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflict of laws. The Parties submit to the exclusive jurisdiction of courts located in that State for disputes arising out of or relating to this Document.

6. Entire Agreement

This Document, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any amendment or modification of this Document must be in writing and signed by authorized representatives of both Parties.

7. Miscellaneous Provisions

Assignment: Neither Party may assign or transfer its rights or obligations under this Document without the prior written consent of the other Party, except that either Party may assign this Document in connection with a merger, acquisition or sale of substantially all its assets upon notice.

Independent Contractors: The Parties are independent contractors. Nothing in this Document creates a partnership, joint venture, agency, employment or fiduciary relationship between the Parties for any purpose other than the limited collaboration expressly set forth herein.

Severability: If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' original intent to the greatest extent possible.

Notices

All notices, requests, demands and other communications under this Document shall be in writing and sent to the addresses specified by the Parties below or to such other address as a Party may specify in accordance with this section.

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