Business Guideline

BUSINESS GUIDELINE

Parties

This Business Guideline Agreement (the Agreement) is made effective as of by and between the parties identified above.

Recitals

WHEREAS, Provider is engaged in the development and documentation of operational, managerial, and compliance guidelines tailored to the Recipient's business needs, and possesses the personnel, methodologies, and materials necessary to prepare such guidelines;

WHEREAS, Recipient desires to retain Provider to prepare, deliver and, where agreed, assist in implementing such business guidelines under the terms and conditions set forth in this Agreement;

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

Scope of Work

Provider shall prepare and deliver the business guideline materials described below and shall perform related advisory services as set forth in this section.

Provider shall perform the services in a professional and workmanlike manner consistent with industry standards. Deliverables shall include written guideline documents, an executive summary, and up to rounds of revisions unless otherwise agreed in writing.

Payment Terms

Invoicing: Provider shall invoice Recipient in accordance with the payment schedule above. Invoices are due and payable within days of invoice receipt.

All amounts due under this Agreement are exclusive of applicable taxes; Recipient shall be responsible for all sales, use, value-added or other taxes imposed on the services, excluding taxes based on Provider's income.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 30 days after written notice specifying the breach.

Upon termination, Recipient shall pay Provider for all services performed and approved expenses incurred through the effective date of termination, and Provider shall deliver to Recipient any completed deliverables for which payment has been made.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence and not disclose or use any Confidential Information of the other party (Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public business information, guideline drafts, methodologies, pricing, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.

Confidentiality obligations do not apply to information that: (a) was publicly known at the time of disclosure; (b) becomes publicly known through no fault of the Receiving Party; (c) was lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If a Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate in any lawful efforts to limit disclosure.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of unless otherwise required by law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within 30 days, the parties may pursue any remedies available at law or in equity.

Entire Agreement; Miscellaneous

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

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its business assets provided that the assignee assumes Provider's obligations hereunder in writing.

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

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