Business Document Copy

BUSINESS DOCUMENT COPY

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

Party A - Client Name: , Address:

Party B - Service Provider Name: , Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services described in this Agreement, and Service Provider has represented that it possesses the necessary expertise, personnel and resources to perform such services in a competent and professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider for the performance thereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services shall be performed in accordance with the timelines and milestones set forth in this Agreement and with the standard of care ordinarily exercised by professionals performing similar services.

2. PAYMENT TERMS

Client shall pay Service Provider for the Services in accordance with the following terms. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted in writing and are due within the number of days specified in the Payment Schedule. Client shall pay undisputed amounts in full. Disputed amounts must be notified in writing within ten (10) days of receipt of invoice, specifying the basis for the dispute. Late payments shall accrue interest as specified above and Service Provider may suspend performance if invoices remain unpaid after thirty (30) days following written notice of nonpayment.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and reasonable costs incurred through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "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 given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is already known to the receiving party without restriction at the time of disclosure, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is lawfully obtained from a third party without confidentiality restrictions.

The receiving party shall (i) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care, (ii) use the Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein. Upon termination of this Agreement, the receiving party shall return or destroy Confidential Information as requested by the disclosing party, provided that the receiving party may retain one archival copy for recordkeeping and compliance purposes.

5. REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement. Service Provider represents that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for damages arising from a party's willful misconduct or gross negligence or a breach of confidentiality, each party's aggregate liability under this Agreement shall be limited to direct damages up to the total amount paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

7. 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 and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

8. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this Section.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach will be effective unless in writing and signed by the waiving party. The parties are independent contractors and nothing in this Agreement will be construed to create an employment, agency or joint venture relationship.

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