Business Final Update

BUSINESS FINAL UPDATE

This Business Final Update (the "Update") is made as of Effective Date: by and between:

Party A — Legal Name: , Entity Type: , Principal Address:

Party B — Legal Name: , Entity Type: , Principal Address:

RECITALS

WHEREAS, Party A and Party B entered into one or more prior agreements concerning the provision of business services and deliverables, the most recent of which is identified below; and

WHEREAS, the parties desire to set forth the final amendments, clarifications and updates to their rights and obligations arising under such prior agreement(s) and to confirm final terms governing the Services defined herein; and

WHEREAS, this Update constitutes the parties' full and final statement of the terms set forth below and supersedes any inconsistent prior oral or written statements to the extent expressly provided herein.

REFERENCE TO PRIOR AGREEMENT

SCOPE OF WORK

The parties agree that the Services to be performed, deliverables to be provided, and the acceptance criteria are as follows. The description below is the final and controlling specification of the Services for which payment will be made.

PAYMENT TERMS

In consideration for the performance of the Services described above, Party B shall pay Party A in accordance with the following terms.

Unless otherwise agreed in writing, invoices are due and payable within days of receipt. All payments are payable in U.S. Dollars unless otherwise specified. Party B is responsible for any applicable sales, use, value-added, or similar taxes, except taxes based on Party A's net income.

TERM AND TERMINATION

This Update shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Update for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate this Update immediately for cause upon written notice if the other party materially breaches any provision of this Update and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Party B shall pay Party A for all Services performed and accepted through the effective date of termination and any non-cancellable obligations incurred by Party A prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, technical data, prototypes, software, trade secrets and customer lists.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Update, (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 its employees, contractors or professional advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or written request, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

This Update 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 any dispute arising out of or relating to this Update.

ENTIRE AGREEMENT

This Update, together with the Prior Agreement referenced above to the extent explicitly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written, relating thereto. No amendment or waiver of any provision of this Update shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full power and authority to enter into this Update and that the individual signing below is duly authorized to bind the party. If any provision of this Update is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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