Business Document Incito

BUSINESS DOCUMENT INCITO

This Business Document Incito (the "Agreement") is made and entered into as of by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing strategic, operational, or consulting services and possesses the personnel and expertise necessary to perform the services described herein; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B in accordance with those terms; and

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

SCOPE OF WORK

Party A shall perform the services and deliverables described below (the "Services"). Party A will perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Party B shall pay Party A as follows.

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Party B shall be responsible for any taxes or withholding required by law, except taxes based on Party A's net income.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above after written notice. Either party may terminate for convenience upon providing the notice set forth above, subject to payment for Services performed through the effective date of termination and any reasonable wind-down costs.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally or in writing, 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 excludes information that (a) is or becomes generally known to the public without breach of this Agreement, (b) was rightfully known by the receiving party prior to disclosure, (c) is rightfully received from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use the Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own similar confidential information, but not less than reasonable care; and (iii) not disclose Confidential Information to any third party except as necessary to perform the Services and only to persons bound by confidentiality obligations at least as protective as those in this Agreement.

Upon expiration or termination of this Agreement, each party shall return or destroy the other party's Confidential Information and certify such return or destruction upon request, except to the extent retention is required by applicable law or for archival backup.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any attachments, exhibits and written statements of work executed by the parties, 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 oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Party A is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship between the parties. Each party is responsible for its own taxes, benefits and insurance obligations.

Remedies. Except as otherwise provided herein, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

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