Business Contract Plan

BUSINESS CONTRACT PLAN

This Business Contract Plan (the "Agreement") is entered into as of by and between the parties set forth below.

Parties

WHEREAS

WHEREAS, Client is engaged in its business and requires the services described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources to provide such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide services to Client and how compensation and other obligations will be handled.

Scope of Work

Service Provider shall perform the professional services and deliverables described below. The description identifies the tasks, deliverables, milestones, acceptance criteria, and any specific exclusions. Any material change to scope shall be documented in a written change order signed by both parties and may affect fees and schedule.

Payment Terms

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services. Fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall invoice Client in accordance with the schedule below.

Term and Termination

This Agreement shall commence on and shall continue in effect until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience by providing the other party with written notice no fewer than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public business or technical information disclosed by a party (Discloser) to the other party (Recipient), whether written, oral or electronic, including but not limited to business plans, financial information, customer data, trade secrets, and proprietary materials. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided Discloser is given prompt notice and an opportunity to seek protective measures.

Recipient shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as such information qualifies as a trade secret.

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.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether oral or written. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified party gives prompt written notice of any claim and cooperates in the defense at the indemnifying party's expense. The foregoing states the indemnifying party's sole obligation with respect to indemnity unless otherwise agreed in writing.

Execution

The parties consent to execution of this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures transmitted by electronic means shall be deemed originals for purposes of enforcing this Agreement.

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