Business Hallmark Document

BUSINESS HALLMARK DOCUMENT

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

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain professional services and/or products, and possesses personnel, expertise, and facilities suitable to perform the services described below;

WHEREAS, Party B desires to retain Party A to perform those services under the terms and conditions set forth in this Agreement, and Party A desires to accept such engagement; and

WHEREAS, the parties intend for this Agreement to set forth the complete and binding understanding between them regarding the project described herein.

SCOPE OF WORK

Party A shall perform the services and deliver the deliverables as described below. The parties acknowledge that all services and deliverables shall be performed in a professional manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party B shall pay Party A the fees described below in accordance with the schedule and method set forth. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Late payments shall accrue interest at a rate of on overdue amounts, and the non-paying party shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination for any reason, Party B shall pay Party A for all services performed and approved expenses incurred through the effective date of termination. Parties shall promptly return Confidential Information as required by Section on Confidentiality.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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 includes, without limitation, business plans, financial data, technical data, customer lists, pricing and trade secrets.

The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) not disclose Confidential Information to third parties except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not use Confidential Information except to perform its obligations under this Agreement.

Confidentiality obligations shall continue for a period of years from the date of disclosure, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law. The foregoing shall not apply to information that (i) is or becomes publicly available through no breach of this Agreement, (ii) is rightfully received by the Receiving Party from a third party without restriction, (iii) was known to the Receiving Party prior to disclosure as evidenced by written records, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and accordingly the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may specify in writing in accordance with this provision. Notices are effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

ADDITIONAL PROVISIONS

Independent Contractor. The relationship of Party A to Party B is that of an independent contractor. Nothing in this Agreement shall create, or be construed to create, a partnership, joint venture, employment, or agency relationship between the parties.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

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