Business Document TRICO

BUSINESS DOCUMENT TRICO

This Business Document TRICO ("Agreement") is entered into as of Effective Date:

Parties

Recitals

WHEREAS, Party A is engaged in the provision of certain business services and capabilities described herein and possesses the personnel, experience and resources necessary to perform the services; and

WHEREAS, Party B desires to retain Party A to perform such services under the terms and conditions set forth in this Agreement, and Party A is willing to perform such services for Party B on the terms set forth herein.

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

Scope of Work

Party A shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material changes to the scope shall be made only by written amendment signed by duly authorized representatives of both parties.

Payment Terms

Total Fee (exclusive of taxes): $

Invoices shall be submitted by Party A to Party B at Invoice To: and Payment Due within days from receipt of a proper invoice.

Late Fee: If any undisputed amount is not paid when due, interest shall accrue at the lesser of (a) or (b) the maximum rate permitted by law. In addition, Party B shall reimburse Party A for reasonable costs of collection, including attorneys' fees.

Taxes and Withholding: All fees are exclusive of taxes. Each party shall be responsible for its own income taxes. To the extent any withholding is required by applicable law, the withholding party shall timely withhold and remit such amounts and provide documentation to the other party.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to 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.

Upon termination, Party B shall pay Party A for all services performed and expenses incurred up to the effective date of termination, subject to any set-offs permitted by this Agreement.

Confidentiality

Definition: "Confidential Information" means information disclosed by one party to the other, whether oral, written or electronic, 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, including trade secrets, business plans, pricing, customer lists, and technical data.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors and agents with a need to know and subject to obligations of confidentiality at least as protective as those herein, and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that is or becomes publicly known without breach, is rightfully received from a third party without restriction, is independently developed without use of Confidential Information, or is required to be disclosed by law (provided the disclosing party is given prompt notice to seek protective relief).

Duration: Confidentiality obligations shall survive the termination of this Agreement for a period of years, except for trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

Representations and Warranties; Limitation of Liability

Each party represents and warrants that it has the power and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly set forth herein, services are provided "AS IS" and each party disclaims all other warranties, express or implied.

Limitation of Liability: Except for liability arising from breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages, and each party's aggregate liability shall not exceed the total fees paid or payable under this Agreement during the six (6) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice of law principles. The parties agree that exclusive jurisdiction and venue for any disputes shall lie in the state or federal courts located in that State, and each party hereby consents to such jurisdiction.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or amendments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assignor's obligations.

Amendments and Waivers: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor to replace the invalid provision with a valid one that most closely approximates the parties' intent.

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