Business Engagement Letter

BUSINESS ENGAGEMENT LETTER

Effective Date:

Parties

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein, and Service Provider represents that it has the qualifications, experience, and ability to perform such services in accordance with the terms of this Engagement Letter; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider; and

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

SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below. Deliverables, milestones, performance standards, and acceptance criteria shall be set forth as provided in this section or in attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimburse expenses in accordance with this section. All amounts are stated in United States dollars unless otherwise indicated.

Unless otherwise agreed in writing, invoices are payable within days of receipt. Client will be responsible for reasonable costs of collection, including attorneys' fees, for overdue balances.

TERM AND TERMINATION

This Engagement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement. If no end date is specified, the Engagement shall continue until 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 immediately for material breach that is not cured within days after written notice specifying the breach. Termination does not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other in any form that is designated as confidential or that the receiving Party should reasonably understand to be confidential. Each Party shall hold the other Party's Confidential Information in strict confidence, shall not disclose it to third parties except as permitted hereunder, and shall use it solely for the performance of this Agreement.

Confidential Information does not include information that is (a) publicly available through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed without reference to the disclosing Party's Confidential Information; or (d) required to be disclosed by law, provided the receiving Party gives prompt notice and cooperates with reasonable efforts to limit disclosure.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Service Provider retains all right, title, and interest in and to its pre-existing intellectual property and methodologies. Upon full payment, Service Provider assigns to Client ownership of deliverables specifically created for Client under this Agreement; provided, however, that Service Provider may retain and use general skills, know-how, and non-confidential concepts for other clients.

INDEPENDENT CONTRACTOR; TAXES

Service Provider is an independent contractor and neither Party shall be deemed an agent, partner, or employee of the other. Service Provider is solely responsible for all taxes, withholdings, and other statutory obligations arising from the compensation paid hereunder.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for damages arising from willful misconduct or gross negligence, neither Party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client-provided materials or Client's misuse of deliverables. Service Provider shall indemnify Client for third-party claims to the extent resulting from Service Provider's breach of its representations or infringement of third-party intellectual property in deliverables.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, together with any attachments and exhibits executed by the Parties, 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 written or oral. No modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

NOTICES

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

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality or intellectual property provisions and agree that equitable relief may be sought in addition to any other remedies.

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