Business Document Descriptor

BUSINESS DOCUMENT DESCRIPTOR

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

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client is engaged in the operation of its business and seeks to retain certain business advisory, descriptive, documentation and descriptive services described herein; and

WHEREAS, Service Provider represents that it has the professional expertise and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description is intended to set forth the principal tasks and deliverables to be provided and that changes may be made only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider in accordance with the following fees and schedule. All payments shall be made in United States dollars unless otherwise agreed in writing.

If Client fails to make any payment when due, Service Provider may suspend performance until all overdue amounts and accrued interest are paid. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with the terms below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses reasonably incurred through the effective date of termination.

Confidentiality

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that, under the circumstances, a reasonable person would understand to be confidential.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the other party's Confidential Information. A receiving party may disclose Confidential Information as compelled by law provided it gives prompt notice to the disclosing party and cooperates in any effort to limit disclosure.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Client shall indemnify and hold harmless Service Provider from and against any third-party claims arising from Client materials or instructions provided to Service Provider, except to the extent caused by Service Provider's gross negligence or willful misconduct.

Entire Agreement

This Agreement, including any exhibits and 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 and understandings, whether written or oral. No modification or waiver of any provision shall be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations hereunder.

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