Business Corporate Communication

BUSINESS CORPORATE COMMUNICATION

This Business Corporate Communication and Agreement (the Agreement) is entered into effective as of by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of corporate communications, internal and external stakeholder messaging, and corporate advisory services and has agreed to provide certain communication deliverables as described in this Agreement;

WHEREAS, Party B desires to retain Party A to prepare, coordinate and deliver corporate communication materials and related services and Party A is willing to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the engagement, payment, confidentiality and governance of the communications engagement.

SCOPE OF WORK

Party A shall perform the services described below in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

PAYMENT TERMS

Party B shall pay Party A the fees and expenses for the services as set forth below. All amounts are stated in United States dollars unless otherwise specified.

All invoices shall itemize fees, expenses and disbursements. Party B shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Party A. If Party B disputes any invoiced amount in good faith, Party B shall provide written notice of dispute within ten (10) days and the undisputed portion shall remain payable.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Party B of obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public, proprietary or business information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by inspection, 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, but is not limited to, strategic plans, financial information, communications drafts, stakeholder lists, pricing, and technical data.

The receiving party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to employees, agents, and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure as evidenced by written records; (iii) is lawfully obtained from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A party may disclose Confidential Information as required by law, regulation or court order, provided the disclosing party gives prompt written notice and cooperates in any lawful effort to limit disclosure.

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. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including the Scope of Work and any attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer this Agreement or any right or obligation hereunder without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a sale of substantially all of its business assets.

Remedies; Injunctive Relief: Each party acknowledges that a breach of the Confidentiality provisions or certain other obligations may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent or curtail any actual or threatened breach.

NOTICES

All notices under this Agreement shall be in writing and delivered to the address set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices are effective upon personal delivery, two business days after deposit with a nationally recognized overnight carrier, or three business days after mailing by certified mail.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that the persons signing this Agreement are authorized to bind the respective party, and that performance of the obligations under this Agreement will not violate any other agreement or applicable law.

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