Business Document P4-H2

Business Document P4-H2

Contracting Parties

Effective Date:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider has represented that it possesses the necessary expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide services to Client, including compensation, confidentiality obligations and remedies for breach.

Scope of Work

Service Provider shall perform the work and deliver the deliverables described below. The parties acknowledge that specific deliverables, milestones and acceptance criteria are set forth as follows:

Payment Terms

Client shall pay Service Provider the fees and expenses described below in consideration for the performance of services under this Agreement.

If any undisputed invoiced amount is not paid within days after the due date, interest shall accrue at per month (or the maximum rate permitted by law), plus all collection costs incurred by Service Provider.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies that accrued prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations 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 no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or by a governmental order, provided Receiving Party gives prompt written notice and cooperates to seek a protective order.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except for trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed as follows. Notices are effective upon receipt when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the mail with postage prepaid.

Governing Law and 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 by a single arbitrator in the county of the chosen governing law, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall be limited to the amounts actually paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

Entire Agreement

This Agreement (including any exhibits or attachments) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

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