Business Document DCY

BUSINESS DOCUMENT DCY

This Business Document DCY (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Party A, identified above, is engaged in lawful business activities and requires certain services and deliverables to be provided by Party B; and

WHEREAS, Party B represents that it has the skill, experience, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services to Party A on the terms and conditions set forth herein; and

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

SCOPE OF WORK

Party B shall perform the services and deliver the work products described below. The description below constitutes the primary obligations of Party B under this Agreement.

PAYMENT TERMS

Compensation for the services rendered by Party B shall be as follows.

Party B shall submit itemized invoices to Party A. Payment is due within days of Party A's receipt of a proper invoice unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Party B may suspend performance after fifteen (15) days' written notice of nonpayment.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated as provided below, shall continue until the End Date specified below.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach or immediately for insolvency or bankruptcy of the other party.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to a receiving party, whether oral, written, electronic or other form, 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.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to those employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) was rightfully known to the receiving party prior to disclosure; (ii) becomes publicly available without breach of this Agreement; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. The receiving party may disclose Confidential Information as required by law, provided it gives prompt notice and cooperates with reasonable attempts by the disclosing party to limit disclosure or obtain confidential treatment.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they constitute trade secrets under applicable law. Breach of this section shall entitle the disclosing party to injunctive relief in addition to any other remedy at law or equity.

GOVERNING LAW

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. Venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in the county where the governing law state seat of government is located, and the parties submit to the exclusive jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, communications and agreements, whether oral or written. No amendment or waiver of any provision shall be effective unless in a written instrument signed by authorized representatives of both parties.

NOTICES

Any notice or other communication required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify by written notice.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that a party may assign to an affiliated entity or in connection with a merger, sale of substantially all assets or insolvency proceeding.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

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