Business Contract Rowlands

BUSINESS CONTRACT ROWLANDS

This Business Contract Rowlands (the "Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS, Provider is in the business of providing professional services and deliverables as described herein and represents that it has the skill, experience and resources necessary to perform such services in a competent and professional manner; and

WHEREAS, Client desires to engage Provider to perform the services set forth in this Agreement on the terms and conditions contained herein; and

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

1. SCOPE OF WORK

Provider shall perform the services and deliver the work products described below. Provider shall exercise commercially reasonable efforts to meet any mutually agreed schedules and milestones. Any change to the scope of services shall be set forth in a written change order signed by both parties, which shall specify any adjustment to fees or schedule.

2. PAYMENT TERMS

Client will pay Provider for services rendered in accordance with the pricing, schedule and terms set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

In the event of non-payment, Provider may suspend performance after providing written notice and ten (10) days to cure. Client shall be responsible for reasonable costs of collection, including attorneys' fees.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach.

Upon termination or expiration, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections relating to payment, confidentiality, indemnification and limitations of liability shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product plans, financial information, customer lists, and pricing.

Recipient shall (a) use Confidential Information only to perform its obligations under this Agreement; (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, contractors and professional advisors on a need-to-know basis, provided they are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that (i) is or becomes publicly known without breach by Recipient; (ii) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (iii) was known to Recipient prior to disclosure by Discloser as evidenced by written records; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. If Recipient is required by law to disclose Confidential Information, Recipient will provide Discloser prompt written notice and cooperate with Discloser to seek a protective order or other appropriate remedy.

Recipient acknowledges its obligations under this Confidentiality section.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider retains all ownership and intellectual property rights in methodologies, processes, tools and pre-existing materials used or developed by Provider in performing the services ("Provider Materials"). Upon receipt of payment in full for the services and deliverables described in this Agreement, Provider assigns to Client ownership of the final deliverables specifically created for Client under this Agreement, excluding Provider Materials and any third-party materials.

6. WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, partner, agent or joint venturer of Client. Provider is solely responsible for all taxes, withholdings and other statutory obligations of an independent contractor.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice to the other.

9. 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 laws principles.

10. ENTIRE AGREEMENT

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to attempt in good faith to replace any invalid or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The parties may execute this Agreement in counterparts, and facsimile or electronic signatures shall be treated as original signatures.

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