Business Document Mytee

BUSINESS DOCUMENT MYTEE

This General Business Agreement (the Agreement) is made on between:

Recitals

WHEREAS, Client is engaged in the business of procuring goods and services and desires to obtain certain professional services from Service Provider; and

WHEREAS, Service Provider represents that it has the requisite experience, qualifications and capacity to perform the services described in this Agreement and agrees to perform such services for the compensation and on the terms set forth herein; and

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

Scope of Work

Service Provider shall perform the services, duties and obligations described below in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule described herein.

Late Payment: Any undisputed amount unpaid by Client within days after the due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable costs of collection, including attorney fees.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause if the other party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all work product completed through the termination date and Client shall pay for all services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public business, technical and financial information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall (a) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without reference to the Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to the disclosing party to permit protective measures.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, upon full payment of all amounts due, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically created for Client under this Agreement. Service Provider retains ownership of its pre-existing materials, methodologies and tools and grants Client a non-exclusive, perpetual license to use any such incorporated materials solely as part of the deliverables.

Representations and Warranties; Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider represents that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM.

Governing Law

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.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement

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

Execution

The parties have executed this Agreement by their duly authorized representatives as of the date first written above.

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