Business Exhibit Template

BUSINESS EXHIBIT TEMPLATE

This Exhibit (the "Exhibit") is entered into as of between Client Name: with principal place of business at and Service Provider: with principal place of business at .

WHEREAS

WHEREAS, Client and Service Provider are parties to a Master Agreement under which Client engages Service Provider to perform the services described herein; and

WHEREAS, the parties desire to set forth the specific scope, deliverables, schedule and compensation for the services to be provided by Service Provider pursuant to the Master Agreement;

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

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation for the services described in Section 1 shall be as follows.

Service Provider shall submit invoices in accordance with the payment schedule. Client shall remit payment within days of receipt of a properly documented invoice. Late payments shall accrue interest at the rate of % per month, or the maximum rate permitted by applicable law, whichever is lower.

Reimbursable out-of-pocket expenses shall be pre-approved in writing and invoiced monthly. Reimbursement is subject to submission of receipts and supporting documentation.

  Expenses require prior written approval by Client

3. TERM AND TERMINATION

This Exhibit commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Exhibit for convenience upon written notice to the other party no fewer than days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Each party shall (a) hold such Confidential Information in strict confidence, (b) not use it except as necessary to perform obligations under this Exhibit, and (c) not disclose it to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

The obligations under this Section shall survive termination of this Exhibit for a period of from the date of termination, except with respect to trade secrets, for which protection shall continue as long as such information qualifies as a trade secret.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider hereby assigns to Client all right, title and interest in and to deliverables specifically developed for Client under this Exhibit, including all copyrights and other intellectual property rights therein. Service Provider retains ownership of its underlying tools, methodologies and pre-existing materials, provided that Service Provider grants Client a perpetual, non-exclusive, royalty-free license to use such materials as incorporated into the deliverables.

6. CHANGE ORDERS

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against claims, damages, losses and expenses arising out of its negligent acts, willful misconduct, or breach of this Exhibit. Except for breaches of confidentiality, willful misconduct, and indemnification obligations, neither party's aggregate liability for direct damages arising under this Exhibit shall exceed the total fees paid by Client to Service Provider under this Exhibit during the twelve (12) months preceding the claim.

8. GOVERNING LAW

This Exhibit shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of this Exhibit.

9. ENTIRE AGREEMENT

This Exhibit, together with the Master Agreement and any incorporated documents, 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. Any amendment or modification to this Exhibit must be in writing and signed by authorized representatives of both parties.

10. ASSIGNMENT AND RELATIONSHIP OF PARTIES

Neither party may assign this Exhibit without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided that the assigning party remains liable for its obligations hereunder. Service Provider is an independent contractor and nothing in this Exhibit creates an employment, partnership or agency relationship.

NOTICES

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