Business DOE Document

BUSINESS DOE DOCUMENT

This Business DOE Document ("Agreement") is entered into as of between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business, operational or technical services described in this Agreement, and Service Provider has represented that it has the experience, personnel, and resources to perform such services in accordance with the terms set forth herein;

WHEREAS, the parties intend that the scope, deliverables, payment terms, and confidentiality obligations be memorialized in this Agreement for the mutual benefit and protection of the parties;

WHEREAS, the parties acknowledge this Agreement shall become effective as of the Effective Date and will govern all services and deliverables provided by Service Provider to Client under this Agreement.

Scope of Work

Service Provider will perform the services and deliverables described below. Service Provider shall perform the work in a commercially reasonable and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the performance of Services, Client shall pay Service Provider as follows. All fees are payable in lawful currency of the United States unless otherwise agreed in writing.

Term and Termination

This Agreement shall commence on and shall expire on 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 the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party 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. Confidential Information includes, without limitation, business plans, pricing, technical specifications, designs, customer lists, trade secrets, and any data delivered under this Agreement.

Each party shall: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but in no event less than a reasonable degree of care); (b) not disclose such 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 at least as protective as those contained herein; and (c) use such Confidential Information only to perform its obligations or exercise its rights under this Agreement.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above. Nothing in this Agreement prevents either party from seeking injunctive relief or other equitable remedies to prevent unauthorized disclosure of Confidential Information.

Governing Law

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

Miscellaneous

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a sale of all or substantially all of its assets or equity.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or damages arising out of the indemnifying party's negligent acts or willful misconduct in connection with this Agreement.

Entire Agreement

This Agreement 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. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

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