Business DP Letter

BUSINESS DP LETTER

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

Parties

Client Name:

Provider Name:

WHEREAS

WHEREAS, Client and Provider have engaged in discussions regarding the provision of certain business development, consulting and deliverable preparation services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services and Client will pay for those services, and to memorialize certain mutual commitments regarding confidentiality and performance; and

WHEREAS, this Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes prior proposals and oral understandings between them as set forth below.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any change in scope that materially affects fees or schedule must be documented in a written amendment signed by both parties.

Payment Terms

Total Fee (USD):

Invoices are due and payable within days of invoice date. Late payments shall incur a late fee of on any unpaid balance, and the prevailing party may recover reasonable costs of collection, including attorney fees.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breach remains uncured for thirty (30) days following written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the date of termination, and Provider shall deliver all completed and reasonably usable work product to Client upon receipt of such payment.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally, visually or in writing, 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 excludes information that: (a) is or becomes publicly available without breach by Recipient; (b) was known to Recipient prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

Recipient shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to Representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives Discloser prompt written notice to permit Discloser to seek protective measures.

Representations, Warranties and Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a competent and professional manner. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Notices

Governing Law

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

Entire Agreement

This Agreement, including all schedules, exhibits and written amendments executed by the parties, 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. No modification or waiver shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between them.

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