Business DESC Document

BUSINESS DESC DOCUMENT

This Business DESC Document (the "Agreement") is made and entered into by and between the parties identified below effective as of the Effective Date set forth under the signature block.

Parties

Recitals

WHEREAS, Service Provider, identified above, represents that it has the experience, personnel and capability to perform certain business consulting, descriptive reporting and advisory services as described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth herein and Service Provider is willing to perform such services for Client in accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider shall perform the services described below. The description constitutes the operative scope of the engagement and may be amended only by written agreement signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in compensation for the Services. All fees are exclusive of taxes unless otherwise stated.

Amounts not received by the due date shall accrue interest and late fees as specified below.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within the Notice Period specified below following written notice. Either party may terminate without cause upon providing the Notice Period to the other party.

Confidentiality

Each party (the "Recipient") shall keep confidential all non-public information disclosed by the other party (the "Discloser") 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"). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidentiality obligations will continue for a period of three (3) years from the date of disclosure except for trade secrets, which shall remain protected for as long as they retain trade secret status under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state set forth below, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, together with any schedules or exhibits attached hereto and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

Representations; Miscellaneous

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing this Agreement on behalf of each party is duly authorized to do so.

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