Business Executable Document

BUSINESS EXECUTABLE DOCUMENT

Parties

This Business Executable Document (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Recitals

WHEREAS, Client desires to engage Contractor to provide the services and deliverables described herein and Contractor represents that it has the skill and capacity to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms by which Contractor will perform Services and Client will compensate Contractor; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards:

Payment Terms

Client shall pay Contractor the fees and reimbursements as follows.

All payments required by this Agreement are exclusive of taxes. Each party is responsible for its own taxes except as otherwise required by applicable law.

Term and Termination

The term of this Agreement shall commence on (the "Effective Date") and shall continue until unless earlier terminated as set forth below.

Either party may terminate this Agreement for cause if the other party materially breaches any material obligation and fails to cure such breach within the notice period specified above. Termination for convenience by either party requires prior written notice equal to the Termination Notice Period and payment for services performed through the effective date of termination.

Confidentiality

Each party (a "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party (a "Disclosing Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without obligation of confidentiality; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Warranties; Liability

Contractor warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 rules.

Entire Agreement

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, discussions and writings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

The parties represent and warrant that they have full authority to enter into this Agreement and that the undersigned signatories are authorized to bind their respective parties.

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