Business Document Jensen

BUSINESS DOCUMENT JENSEN

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

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services and possesses the expertise, personnel and resources necessary to perform the services described below; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B in accordance with the terms of this Agreement.

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

SCOPE OF WORK

Party A shall perform the services and deliverables as described below. Party A agrees to furnish all labor, materials, equipment and supervision necessary to complete the work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As full compensation for the Services, Party B shall pay Party A in accordance with the schedule and amounts set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

In addition to the foregoing, late payments shall accrue interest as set forth below and Party B shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Party A to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach by the other if such breach is not cured within thirty (30) days after receiving written notice specifying the breach and requesting cure. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means all non-public proprietary or business information disclosed by either party to the other in any form that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential. Confidential Information does not include information which is (i) already in the receiving party's possession without restriction, (ii) publicly available through no fault of the receiving party, (iii) rightfully received from a third party without restriction, or (iv) independently developed by the receiving party without use of Confidential Information.

The receiving party shall (a) maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Upon termination or upon written request, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify such return or destruction in writing.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, including lost profits, even if such party has been advised of the possibility of such damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total fees paid to Party A under this Agreement in the twelve (12) months preceding the event giving rise to 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 conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the county where the selected governing law applies, unless the parties mutually agree to pursue judicial remedies.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and representations, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement. The failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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