Business Document IR Edition

BUSINESS DOCUMENT IR EDITION

This Business Agreement (the Agreement) is entered into as of by and between:

WHEREAS

WHEREAS, Company Name desires to engage Service Provider to perform the services described herein and has authority to retain such services; and

WHEREAS, Service Provider represents that it has the expertise, experience, personnel, and resources necessary to perform the services in a professional and workmanlike manner in accordance with customary industry standards.

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

1. SCOPE OF WORK

Service Provider shall perform the services, deliverables and related duties described below in accordance with the terms of this Agreement. The description below governs the parties' obligations; any material change in scope requires a written amendment signed by both parties.

2. PAYMENT TERMS

Compensation for the services performed under this Agreement shall be as set forth below. Service Provider will invoice Company in accordance with the agreed schedule. All amounts are payable in lawful currency.

Invoices shall be submitted to Company and are due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less. Company shall be responsible for reasonable costs of collection, including attorneys' fees.

3. 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 by providing the other party with days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoices for services performed through the date of termination. Company shall pay for all undisputed work performed to the effective date of termination.

4. CONFIDENTIALITY

Each party (Receiving Party) shall hold in strict confidence and not disclose to any third party any Confidential Information of the other party (Disclosing Party) except as necessary to perform under this Agreement. "Confidential Information" includes non-public business, technical, financial and operational information, but excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Upon termination or expiration, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and shall certify in writing that such Confidential Information has been returned or destroyed. Monetary damages may be insufficient remedy for breach of this Section; the Disclosing Party may seek injunctive and equitable relief in addition to other remedies.

5. WARRANTIES; REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth herein, all other warranties, express or implied, are disclaimed to the fullest extent permitted by law.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

7. 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. The parties submit to the exclusive jurisdiction of the courts located in that State for any action arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto, 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. Any modifications must be in writing and executed by authorized representatives of both parties.

9. MISCELLANEOUS

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

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