Business Document Graymark

BUSINESS DOCUMENT GRAYMARK

Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods and services and possesses the specialized skills, personnel, and resources necessary to perform the services described in this Agreement;

WHEREAS, Party B desires to retain Party A to perform certain services under the terms and conditions set forth herein, and Party A agrees to perform such services for Party B in accordance with this Agreement;

WHEREAS, the parties desire to set forth their entire agreement and respective obligations with respect to the services to be provided.

Scope of Work

Party A shall perform the work and provide the deliverables described below. Deliverables shall conform to specifications agreed by the parties and shall be provided in a commercially reasonable manner.

Payment Terms

Compensation. In consideration for the services, Party B shall pay Party A the total amount of $ (the "Contract Price"), subject to the schedule below.

Late Payment. Any undisputed amount not paid when due shall bear interest at % per month, or the maximum rate permitted by law, and a minimum late charge of $. Interest will accrue from the date payment was due until paid.

Expenses. Unless otherwise agreed in writing, Party B shall reimburse Party A for reasonable, pre-approved out-of-pocket expenses incurred in connection with performance of the services upon submission of receipts.

Term and Termination

Term. The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience. Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the effective date of termination. In the event of termination, Party A shall be paid for all services performed and expenses incurred through the effective date of termination.

Termination for Cause. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedies available at law or equity.

Confidentiality

Definition. "Confidential Information" means non-public business, technical, financial, and other proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, in writing, or by inspection, 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.

Obligations. The Receiving Party shall (i) use Confidential Information solely to perform 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 no less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exceptions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of a confidentiality obligation.

Representations; Warranties

Each party represents and warrants that it has the right and authority to enter into this Agreement, that its performance will not violate any agreement or obligation to any third party, and that it will perform its obligations in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from a party's breach of its confidentiality obligations or from gross negligence or willful misconduct, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising out of or related to this Agreement shall not exceed the total amount actually paid by Party B to Party A under this Agreement during the twelve months preceding the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the parties' agreement to arbitrate.

Entire Agreement; Amendments

This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or other change of control.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above or to such other address as a party may designate in writing.

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