Business Contracting Form

BUSINESS CONTRACTING FORM

Parties and Identifying Information

Recitals

WHEREAS, Contractor represents that Contractor possesses the requisite skills, experience, licensing and resources to perform the services described in this Agreement and agrees to perform such services for Client under the terms set forth herein.

WHEREAS, Client desires to engage Contractor to perform the services described in this Agreement, and Contractor accepts such engagement subject to the terms, conditions and limitations set forth in this Agreement.

WHEREAS, the parties desire to set forth their full agreement in writing to avoid future disputes and to allocate risk, duties, and compensation in a clear and enforceable manner.

Scope of Work

Contractor shall perform the services and deliverables described below (collectively, the "Work"). Contractor shall perform the Work in a professional and workmanlike manner consistent with industry standards and in accordance with the milestones and specifications agreed by the parties.

Payment Terms

Client shall pay Contractor the compensation described below in consideration of the full, satisfactory and timely performance of the Work. Unless otherwise stated, amounts are stated in U.S. dollars and exclude applicable sales or use taxes which, if required, shall be paid by Client.

Invoices are payable within days of receipt unless otherwise agreed in writing. Past due amounts bear interest at the rate of per month (or the maximum lawful rate if lower), plus reasonable collection costs and attorneys' fees incurred by Contractor.

Term and Termination

This Agreement commences on the Effective Date and continues until the earlier of completion of the Work or termination pursuant to this section.

Effective Date:    Termination Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice identifying the breach. Either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for Work performed prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral, written or electronic, including business plans, financial information, trade secrets, customer and supplier lists, and technical data.

The Receiving Party shall (a) hold Confidential Information in strict confidence and use at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations at least as restrictive as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidential Information does not include information that is: (i) already known to the Receiving Party without restriction at the time of disclosure; (ii) becomes publicly known through no breach by the Receiving Party; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of or reference to the Disclosing Party's Confidential Information. The obligations under this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

Representations, Indemnity and Insurance

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Contractor represents that the Work will not infringe third-party intellectual property rights and will conform to applicable laws and professional standards.

Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims arising out of Contractor's gross negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct. Client shall indemnify Contractor for Client's breach of this Agreement or Client-provided specifications causing third-party claims.

Contractor shall maintain commercial liability and professional liability insurance as appropriate to the Work and shall provide proof of insurance upon Client's reasonable request.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the governing state under commercial arbitration rules selected by mutual agreement.

Entire Agreement; Amendment

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address designated by a party in writing. Notices shall be deemed given upon delivery if delivered personally, upon confirmation of receipt if delivered by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

Miscellaneous Provisions

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 delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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