Business Exhibit H Template

BUSINESS EXHIBIT H TEMPLATE

This Business Exhibit H (the Exhibit) is made effective as of (Effective Date) between and .

Parties

Recitals

WHEREAS, Client has entered into a Master Services Agreement with Contractor under which the parties may execute Exhibits setting forth specific services and fees;

WHEREAS, the parties desire to set forth the specific scope of work, deliverables and payment terms applicable to the services described in this Exhibit H with respect to ;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

Scope of Work

Payment Terms

Total Contract Amount: (USD). In consideration for the services, Client shall pay Contractor in accordance with the schedule and procedures set forth below.

Payment Terms: Invoices are due within days of receipt unless otherwise specified. Client shall remit payment in full without set-off or deduction.

Late Fee: Unpaid amounts shall accrue interest at % per month (or the maximum permitted by applicable law, if less), beginning on the day after the due date. The aggregate late fees applied in any twelve-month period shall not exceed % of the outstanding invoice amount.

Term and Termination

Term: The term of this Exhibit shall commence on and shall expire on unless earlier terminated in accordance with this Exhibit or the Master Services Agreement.

Termination for Cause: Either party may terminate this Exhibit for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence all non-public information disclosed by the other party (Disclosing Party) that is marked confidential or that reasonably should 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 the Receiving Party can show: (a) was already known to Receiving Party without restriction at the time of disclosure; (b) is or becomes publicly known through no wrongful act of Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to Disclosing Party's Confidential Information.

The Receiving Party shall: (i) use the Confidential Information solely to perform its obligations under this Exhibit; (ii) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon Disclosing Party request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Confidentiality Period: The obligations in this section shall survive for years following expiration or termination of this Exhibit, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Governing Law

This Exhibit shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. The parties expressly consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any disputes arising under this Exhibit.

Entire Agreement

This Exhibit, together with the Master Services Agreement to which it is attached, 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, relating to such subject matter. No amendment or waiver of any provision of this Exhibit shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Exhibit shall be given in accordance with the notice provisions of the Master Services Agreement. Each party is responsible for its own taxes, withholdings and insurance obligations unless otherwise expressly stated in this Exhibit.

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