Business Document Test Premier

BUSINESS DOCUMENT TEST PREMIER

Parties

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

Recitals

WHEREAS, Client desires to retain Provider to perform certain professional services as further described below; and

WHEREAS, Provider represents that it has the experience and capability to perform such services and agrees to provide those services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, compensation, confidentiality obligations, and other terms governing their relationship.

Scope of Work

Provider shall perform the services set forth below and deliver the deliverables described. Services and deliverables shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As full compensation for the performance of the Scope of Work, Client shall pay Provider the fees and reimbursements set forth below in accordance with the schedule and invoicing procedures described.

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, Client shall be responsible for reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

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 written notice to the other party delivered at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client all work product completed up to the date of termination and shall return Client materials in Provider's possession.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, visually, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

The receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information, but in no event less than those measures it uses to protect its own confidential information.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the receiving party; (ii) was lawfully received from a third party without restriction on disclosure; (iii) was known to the receiving party prior to disclosure as evidenced by written records; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain confidential for so long as they constitute trade secret information under applicable law.

Representations; Remedies

Each party represents that it has the full corporate power and authority to enter into and perform its obligations under this Agreement. Except as expressly provided herein, neither party makes any other warranties, express or implied. Remedies at law for breach may be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief and specific performance in addition to any other remedy available at law or in equity.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered in person, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate in writing.

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