Business Exclusive Contract

BUSINESS EXCLUSIVE CONTRACT

This Business Exclusive Contract (the "Contract") is entered into as of between the parties identified below.

Parties

Recitals

WHEREAS, Provider develops, licenses, markets and delivers the products and services described in this Contract and has the expertise and capability to perform such services; and

WHEREAS, Recipient desires to retain Provider and to obtain the exclusive right to receive Provider's specified services within the Territory during the Term on the terms and conditions set forth herein; and

WHEREAS, Provider is willing to grant such exclusivity to Recipient in accordance with the provisions of this Contract.

Scope of Work

Provider shall perform the services and deliverables described below. All work shall be performed in a professional manner consistent with industry standards.

Exclusive Rights

Subject to the terms of this Contract, Provider hereby grants Recipient the exclusive right to receive and resell the services described in the Scope of Work within the following territory for the Term: . Provider shall not contract with other third parties to provide substantially the same services within the Territory during the Term.

Payment Terms

In consideration for the exclusive rights and services, Recipient shall pay Provider as follows.

Late payments shall bear interest at the rate of from the due date until paid in full. Recipient shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

Term and Termination

The initial term of this Contract shall commence on and shall continue until unless earlier terminated in accordance with this Contract.

Either party may terminate this Contract for convenience upon providing days' prior written notice to the other party. Termination for material breach may be effected immediately if the breaching party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Upon termination, Recipient shall pay Provider for all services performed and expenses incurred through the effective date of termination and shall return or destroy Provider's Confidential Information in accordance with this Contract.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each party agrees to: (a) use Confidential Information solely for performance under this Contract; (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations at least as protective as those in this Contract; and (c) take reasonable measures to protect the confidentiality of such information. Confidential Information does not include information that is or becomes publicly known other than through a breach of this Contract, is independently developed by the receiving party, or is received from a third party without breach of any obligation of confidentiality.

The confidentiality obligations shall survive termination or expiration of this Contract for a period of unless a longer period is required by applicable law or a trade secret is involved, in which case protection shall continue for so long as such information remains a protected trade secret under applicable law.

Representations; Indemnity; Limitation of Liability

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform its obligations under this Contract. Recipient shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Recipient's breach of this Contract or from Recipient's misuse of the services. Provider's liability for damages arising out of or related to this Contract shall be limited to direct damages and in no event shall Provider be liable for special, incidental, consequential or punitive damages.

Notices

All notices required or permitted under this Contract shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as either party may specify by notice. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or five business days after mailing by certified mail, return receipt requested.

Governing Law; Dispute Resolution

This Contract shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Unless otherwise agreed in writing, disputes arising out of or relating to this Contract shall be resolved by binding arbitration in the agreed forum selected by the parties, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement; Amendment

This Contract, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Contract must be in writing and signed by authorized representatives of both parties.

General Provisions

Neither party may assign this Contract except with the prior written consent of the other party, which consent shall not be unreasonably withheld, except that Provider may assign to an affiliate or to a successor in interest in connection with a merger or sale of substantially all of its assets. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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