Business Executable Version

BUSINESS EXECUTABLE VERSION

This Business Executable Version (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client desires to engage Provider to perform certain services as described herein, and Provider has represented that it has the qualifications, experience and ability to perform such services in accordance with the terms of this Agreement;

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

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

1. Scope of Work

Provider shall perform the services described below (the "Services"). Provider shall perform the Services in a professional and workmanlike manner and in accordance with the schedule and milestones set forth in this Agreement.

2. Payment Terms

Client shall pay Provider for the Services in accordance with the following terms. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Provider may charge interest on the unpaid amount at the rate specified above and suspend performance until payment is made. Client shall reimburse Provider for reasonable costs of collection, including reasonable attorneys' fees.

3. Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days after receipt of written notice. Either party may terminate without cause upon providing the notice period set forth above. Termination shall not relieve Client of the obligation to pay for Services performed through the effective date of termination.

4. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, independently developed without reference to the other party's Confidential Information, or rightfully received from a third party without confidentiality obligations. The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets will be protected for as long as they remain trade secrets under applicable law.

5. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, overnight courier, or certified mail, or by electronic mail to the addresses set forth below.

6. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

8. Entire Agreement

This Agreement, including any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable, the remainder of the Agreement will remain in full force and effect.

9. Survival

Sections regarding payment, confidentiality, indemnification, limitations of liability and governing law, and any other provisions that by their nature should survive termination, shall survive termination or expiration of this Agreement.

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