Business Document Naemah

BUSINESS DOCUMENT NAEMAH

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Party A is engaged in the business of providing professional services and has the requisite expertise, personnel, equipment and resources to perform the services described in this Agreement; and

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

WHEREAS, the parties wish to set forth the scope of work, payment terms, confidentiality obligations and other material terms governing their relationship under this Agreement.

Scope of Work

Party A shall perform the services described below for Party B in a professional and workmanlike manner consistent with industry standards. The specific tasks, deliverables and acceptance criteria shall be as set forth in this section and any attachments incorporated by reference.

Payment Terms

Compensation for the services shall be as follows. All amounts are stated in the agreed currency and exclude applicable taxes unless otherwise indicated.

Payments are due within days of invoice unless otherwise set forth in the payment schedule. Late payments shall accrue interest at the rate of on the unpaid balance, compounded monthly, or the maximum legal rate if lower.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon prior written notice of days to the other party.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) was rightfully in the receiving party's possession prior to disclosure; (b) is or becomes publicly available through no wrongful act of the receiving party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure of Confidential Information to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. The receiving party may disclose Confidential Information as required by law, provided the receiving party gives prompt written notice and takes reasonable steps to obtain confidential treatment.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by hand delivery, reputable overnight courier, or certified mail, return receipt requested, or by electronic mail with confirmation of receipt where agreed by the parties.

Indemnification and Limitation

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses arising out of the indemnifying party's gross negligence or willful misconduct in connection with the performance of this Agreement. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Party B to Party A under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation, and if unresolved, the parties may pursue any remedies available at law or in equity in the courts of that jurisdiction.

Miscellaneous

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

Amendment: This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

Entire Agreement

This Agreement, together with any attachments, exhibits and statements of work 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, representations and understandings, whether written or oral.

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