Business Corporate Schedule

BUSINESS CORPORATE SCHEDULE

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

WHEREAS

WHEREAS, Company Party A is a corporation duly organized and validly existing under the laws of , possessing the corporate authority to enter into the transactions contemplated by this Schedule;

WHEREAS, Counterparty Party B desires to receive the information and covenants set forth in this Schedule as a material inducement to entering into or performing under the underlying agreement between the parties;

WHEREAS, the parties desire to set forth certain corporate particulars, scope, payment and governance matters as part of the business relationship.

1. CORPORATE INFORMATION

2. CAPITAL STRUCTURE

Authorized Share Capital: ; Issued and Outstanding:

3. OFFICERS AND DIRECTORS

Provide names, titles and business addresses of current officers and directors. Add additional schedules if necessary.

4. SUBSIDIARIES AND AFFILIATES

5. SCOPE OF WORK

Describe the specific services, deliverables and responsibilities that pertain to the business relationship governed by this Schedule. Include milestones and acceptance criteria where applicable.

6. PAYMENT TERMS

Compensation to Company shall be as follows:

Late payments shall accrue interest at or the maximum rate permitted by applicable law, whichever is lower.

7. TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date:

Either party may terminate this Schedule for convenience upon days' prior written notice to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within days following receipt of notice describing the breach.

8. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information relating to the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in connection with this Schedule. Each party shall: (a) hold Confidential Information in strict confidence; (b) use it solely to perform its obligations under this Schedule; and (c) not disclose it except to employees, agents or advisors having a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Confidentiality obligations survive termination or expiration of this Schedule for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secret under applicable law.

9. GOVERNING LAW

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under this Schedule.

10. ENTIRE AGREEMENT; AMENDMENT

This Schedule, together with any underlying master agreement expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Schedule must be in writing and signed by authorized representatives of both parties.

11. REPRESENTATIONS

Each party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full corporate power and authority to enter into and perform this Schedule; and (c) the execution and delivery by such party of this Schedule and the performance of its obligations hereunder have been duly authorized by all necessary corporate action.

12. NOTICES

Notices shall be sent to the addresses set forth below or such other address as a party may designate by written notice. Notices shall be effective upon receipt.

13. ADDITIONAL PROVISIONS

Any provision of this Schedule held invalid or unenforceable by a court of competent jurisdiction shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

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