Business Document DAT

BUSINESS DOCUMENT DAT

This Business Document DAT ("Agreement") is entered into effective as of (the "Effective Date"), by and between:

RECITALS

WHEREAS, Client desires to engage Provider to perform certain professional services and deliverables described in this Agreement, and Provider desires to perform such services on the terms and conditions set forth herein;

WHEREAS, the parties intend for this Agreement to set forth the parties' respective obligations, compensation, confidentiality commitments and other terms governing the business arrangement.

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

SCOPE OF WORK

Provider shall perform the services and provide the deliverables described in the Scope of Work below. Provider shall perform such services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

As full compensation for the services and deliverables, Client shall pay Provider the amounts and according to the schedule set forth below.

Payments are due within days of invoice receipt unless otherwise specified in the payment schedule. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of (a) % per month, or (b) as a late fee, computed from the due date until paid in full. Acceptance of late payments shall not constitute a waiver of any breach.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within a commercially reasonable cure period after written notice.

Upon termination, Client shall pay Provider for all services performed and approved expenses incurred through the effective date of termination. Provider shall deliver to Client all work in progress and finished deliverables for which Client has paid.

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 a reasonable person would understand 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 generally available to the public through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure without an obligation of confidentiality; (c) is rightfully obtained by the receiving party from a third party without breach of any obligation to the disclosing party; or (d) is independently developed by employees or agents of the receiving party who did not have access to the disclosing party's Confidential Information.

The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect 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, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less protective than those herein. Upon termination or written request, the receiving party shall promptly return or destroy all Confidential Information and certify destruction if requested.

GOVERNING LAW

This Agreement 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 state and federal courts located in the selected state for resolution of disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and any Statements of Work 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 written or oral.

Amendments: No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. Any waiver shall be limited to the specific instance and shall not constitute a continuing waiver.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

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