Business Finalised Document

BUSINESS FINALISED DOCUMENT

This Business Finalised Document (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client requires certain commercial services and deliverables described herein, and Provider has the expertise and capacity to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services to be provided, payment for such services, and other terms and conditions governing their relationship;

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

SCOPE OF WORK

Provider shall perform the services and deliver the results described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall compensate Provider in accordance with the following terms. All monetary amounts are stated in United States dollars unless otherwise agreed in writing.

All invoices are due within days of receipt unless otherwise specified. Late payments shall bear interest at the lesser of (a) the rate of or (b) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and continue through the 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 that remains uncured for days after written notice. In addition, either party may terminate without cause upon days' prior written notice to the other party. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other 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. The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted in this Agreement.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as such information constitutes a trade secret under applicable law.

INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Provider hereby assigns to Client all right, title and interest in and to any deliverables created specifically for Client under this Agreement, subject to Client's timely payment of all fees. Provider retains ownership of Provider's pre-existing tools, methodologies and know-how used in performing services and grants to Client a non-exclusive, non-transferable license to use such materials solely as incorporated in the deliverables.

WARRANTIES AND LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the specified jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification of this Agreement must be in writing signed by duly authorized representatives of both parties.

MISCELLANEOUS

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

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