Business Document Accenture

BUSINESS DOCUMENT ACCENTURE

This Business Agreement (the "Agreement") is entered into as of by and between the parties identified below.

PARTIES

RECITALS

WHEREAS, Service Provider is engaged in the business of providing professional consulting, advisory, technology and implementation services (the "Services");

WHEREAS, Client desires to engage Service Provider to perform Services described in this Agreement and Service Provider is willing to perform such Services under the terms and conditions set forth herein;

WHEREAS, the parties intend that the Services, payment terms, confidentiality protections and other obligations be memorialized in this Agreement effective as of the Effective Date set forth above.

SCOPE OF WORK

Service Provider will perform the Services described below. The Services shall include deliverables, milestones, and acceptance criteria as set forth herein or in appendices incorporated into this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses described below in consideration for the Services rendered in accordance with this Agreement.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for any taxes properly levied on fees, excluding taxes based on Service Provider's net income. Service Provider shall invoice Client in accordance with the payment schedule. Failure to pay undisputed invoices within the agreed payment period shall constitute a material breach.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. 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.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient agrees: (a) to hold Confidential Information in strict confidence and to use it solely to perform obligations under this Agreement; (b) not to disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) to take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the recipient; (ii) was known to recipient prior to disclosure as evidenced by written records; (iii) is independently developed by recipient without reference to the discloser's Confidential Information; or (iv) is required to be disclosed by law or by a governmental order, provided recipient gives prompt written notice and cooperates with discloser to seek protective measures.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below without regard to its conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver shall be effective except in a writing signed by an authorized representative of each party.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below and are deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

MISCELLANEOUS

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Remedies: The rights and remedies provided by this Agreement are cumulative and in addition to any other rights available at law or in equity.

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