Business CY Document

BUSINESS CY DOCUMENT

This Business CY Document (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client desires to engage Contractor to perform certain services and deliverables described herein and Contractor represents that it has the expertise, personnel and facilities to perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will perform the services and Client will compensate Contractor; and

WHEREAS, this Agreement memorializes the parties' entire understanding with respect to the subject matter hereof and supersedes all prior negotiations and understandings between the parties.

SCOPE OF WORK

Contractor shall perform the services and deliver the work products described below. The Scope of Work shall include, without limitation, the tasks, milestones and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

In consideration for Contractor's performance, Client shall pay Contractor in accordance with the terms below. Unless otherwise stated, amounts are exclusive of taxes which shall be paid by the party required by law.

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 material breach by the other party if the breaching party fails to cure such breach within after receipt of written notice specifying the breach. Client may terminate for convenience upon prior written notice and payment of all accrued fees for services performed to the effective date of termination.

Upon termination, Contractor shall deliver all completed and in-progress work products to Client and Client shall pay Contractor for all work performed and reimbursable expenses incurred up to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (a) was known to Recipient prior to disclosure without obligation of confidentiality; (b) becomes publicly available through no fault of Recipient; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without reference to the disclosing party's Confidential Information. Upon termination, Recipient shall promptly return or destroy Confidential Information as directed by the disclosing party.

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 agree that exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall be the state and federal courts located in the chosen state, and each party hereby submits to the personal jurisdiction of such courts.

MISCELLANEOUS

Relationship of the parties: Contractor is an independent contractor and not an employee, agent or partner of Client. Contractor shall be solely responsible for payment of its employees and for compliance with applicable employment, tax and benefit laws.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, damages and expenses arising from the indemnifying party's breach of this Agreement, willful misconduct or negligence, except to the extent caused by the indemnitee's own negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. No modification of this Agreement will be effective unless in a writing signed by an authorized representative of each party.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that comes closest to the parties' original intent.

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