Business Enclosure

BUSINESS ENCLOSURE

This Business Enclosure (the "Enclosure") is incorporated into and forms part of the General Business Agreement between: Client Name: and Provider Name: , effective as of / / (the "Effective Date").

WHEREAS

WHEREAS, Client has engaged Provider to perform certain services and to deliver specified goods and attachments as set forth in this Enclosure; and

WHEREAS, the parties desire to identify and describe additional materials, schedules, specifications, deliverables and payment allocations that supplement the underlying General Business Agreement and which are binding as provided herein.

WHEREAS, this Enclosure identifies the composition and terms for the listed items and modifies the Agreement only to the extent expressly stated below.

SCOPE OF WORK

ENCLOSURE ITEMS

The following items, deliverables and attachments are provided as part of this Enclosure. Each listed item is subject to the acceptance procedures set forth in the Agreement.

PAYMENT TERMS

Client shall pay Provider for the goods and services described in this Enclosure as follows.

Invoices are due in accordance with the schedule above. Any undisputed amount not received by the due date shall bear interest at the rate specified in the Late Payment Fee field, or if no rate is set, at 1.5% per month, compounded monthly, to the maximum extent permitted by law. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, if payment is not made when due.

TERM AND TERMINATION

The term of this Enclosure begins on and ends on unless earlier terminated as provided below.

Either party may terminate this Enclosure for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for goods and services performed and accepted prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Enclosure, "Confidential Information" means proprietary or non-public information disclosed by one party to the other, whether oral, written, electronic or in any other form, including but not limited to technical data, pricing, forecasts, customer lists, trade secrets, and business plans. The receiving party shall: (a) protect Confidential Information of the disclosing party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Enclosure; and (c) not disclose Confidential Information to any third party except to the receiving party's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Enclosure.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach by the receiving party; (ii) was in the receiving party's possession prior to disclosure as established by contemporaneous written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information. Upon written request or upon termination of this Enclosure, the receiving party shall promptly return or destroy the disclosing party's Confidential Information and certify such destruction in writing if requested.

GOVERNING LAW

This Enclosure shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. Each party consents to the exclusive jurisdiction of state and federal courts located within that state for resolution of disputes arising under this Enclosure.

ENTIRE AGREEMENT; AMENDMENT

This Enclosure, together with the underlying General Business Agreement and any incorporated exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or modification of this Enclosure shall be effective unless in writing and signed by authorized representatives of both parties.

SURVIVAL

The obligations of confidentiality, payment, and any provisions that by their nature are intended to survive termination or expiration of this Enclosure shall survive such termination or expiration for a period of years, except that trade secrets and other information afforded greater protection by law shall be protected for so long as such information remains a trade secret under applicable law.

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