Business Final List

Business Final List

Parties and Agreement Date

Effective Date:

Recitals

WHEREAS, Client seeks to obtain the finalized list of goods, services and deliverables described herein and Provider is willing to deliver such items in accordance with the terms of this Agreement; and

WHEREAS, the parties have agreed that the Business Final List attached to and incorporated by reference in this Agreement shall constitute the final, complete and exclusive statement of the items to be transferred, produced or otherwise supplied by Provider to Client under this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the scope, payment, confidentiality and other material terms governing Provider's obligations and Client's acceptance and payment for those obligations.

Scope of Work

Provider shall complete the work, deliverables and transfers described in the Business Final List below and in the Scope of Work field. Provider warrants that each listed item is accurate to the best of Provider's knowledge at the Effective Date and that items will be delivered in accordance with the timelines and specifications stated herein.

Business Final List (Itemization)

The following items constitute the Business Final List. Each line below identifies the description, quantity and unit or total value for the item. Any omission or change must be documented by written amendment signed by both parties.

Payment Terms

Client shall pay Provider the amounts set forth below in consideration for the items listed in the Business Final List. All payments are subject to the terms below.

All fees, expenses and taxes payable under this Agreement are due in accordance with the payment schedule. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement begins on Start Date and continues until End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience may be exercised only by mutual written agreement or as expressly permitted herein.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information expressly excludes information that (a) is or becomes publicly available through no fault of the recipient; (b) was known to the recipient prior to receipt from the disclosing party; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.

The recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisers who need the information to fulfill the recipient's obligations and who are bound by confidentiality obligations at least as protective as those herein.

Representations, Warranties and Indemnity

Provider represents and warrants that it has the authority to enter into this Agreement, that the items listed are owned or licensed as required to permit the transfers contemplated herein, and that the items will materially conform to the descriptions and specifications set forth in the Business Final List and Scope of Work. Each party agrees to indemnify, defend and hold harmless the other party from claims, liabilities and losses arising out of its breach of this Agreement, negligent acts or willful misconduct.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve disputes and, if unresolved, to submit the dispute to the courts of the chosen state.

Entire Agreement

This Agreement, including the Business Final List and any attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Acceptance and Signature

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement, and that the Business Final List above is final and binding upon Provider and Client subject to the terms of this Agreement.

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