Business Contract Summary

BUSINESS CONTRACT SUMMARY

This Business Contract Summary (the "Agreement") is entered into as of by and between Party A: and Party B: .

WHEREAS

WHEREAS, Party A is engaged in the business of providing goods and/or professional services and has the necessary personnel, experience and capability to perform the services described herein; and

WHEREAS, Party B wishes to retain Party A to perform the services described in this Agreement on the terms and conditions set forth below, and Party A agrees to provide those services to Party B.

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

1. Scope of Work

2. Payment Terms

Compensation: Party B shall pay Party A a total fee of $ for the services described in Section 1, subject to adjustments set forth in this Agreement.

Invoices shall be submitted to Party B at the address below and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law.

3. Term and Termination

Term: This Agreement commences on and will continue until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered not less than prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

4. Confidentiality

Each party (the "Receiving Party") will hold in strict confidence and will not disclose to any third party any confidential or proprietary information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, except as required by law. Confidential information includes non-public technical, business, financial, customer, and pricing information. The Receiving Party shall use confidential information solely for the performance of this Agreement and shall restrict access to its employees and contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

5. Intellectual Property; Deliverables

Unless otherwise agreed in writing, Party A grants to Party B a non-exclusive, non-transferable license to use deliverables provided under this Agreement for Party B's internal business purposes. Party A represents that it has the right to grant such license and that the deliverables will not infringe third-party intellectual property rights. Any pre-existing materials, tools, methodologies or know-how of a party used in the performance of services shall remain the sole property of that party.

6. Liability and Indemnification

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligent acts or willful misconduct in connection with this Agreement. Except for liability resulting from gross negligence or willful misconduct, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) month period preceding the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties submit to the exclusive jurisdiction of the competent state and federal courts located in that State for any dispute arising out of or in connection with this Agreement.

8. Entire Agreement; Amendments

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

9. Notices

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notice is effective upon personal delivery, delivery by nationally recognized overnight courier, or three business days after deposit in certified mail, return receipt requested.

10. Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Party B may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this provision shall be void.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect and shall be construed so as to best accomplish the original intent of the parties.

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