Business Document Prisma Document

BUSINESS DOCUMENT PRISMA DOCUMENT

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

Client Name:     Provider Name:

Client Address:     Provider Address:

RECITALS

WHEREAS, Client desires to obtain certain business services related to the design, development and deployment of specified products and processes, and Provider is engaged in the business of providing such services and has represented its capability and expertise to perform the services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services to Client, including the scope, compensation, confidentiality obligations and the Governing Law for disputes.

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

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with generally accepted industry standards. Any material changes to the scope will require written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Provider the Total Fee in the amount of $ for the services described in this Agreement, subject to the schedule below.

Invoices shall be issued by Provider in accordance with the payment schedule and are payable within days of receipt. Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate, if less). Provider may suspend performance for any invoice overdue by more than days after providing written notice to Client.

All payments shall be made in United States Dollars, unless otherwise agreed in writing. Client is responsible for all taxes arising from the provision of services, excluding taxes based on Provider's net income.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination. Sections concerning confidentiality, indemnification, payment of accrued amounts and governing law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means non-public information, whether written, oral or electronic, disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) maintain the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates with the disclosing party to seek a protective order or other appropriate remedy.

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 provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

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

MISCELLANEOUS

Relationship of the parties: Provider is an independent contractor. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver of a breach shall not constitute a waiver of any other or subsequent breach.

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