Business HDO Document

Business HDO Document

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing professional services and deliverables as described herein and holds the expertise, personnel and resources necessary to perform the services; and

WHEREAS, Client desires to engage Provider to perform certain services for Client and Provider is willing to perform such services under the terms and conditions set forth in this Business HDO Document (the "Agreement").

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the parties agree as follows:

Scope of Work

Provider shall perform the work described below and shall deliver all work products, reports, analyses and other materials specified. Provider will perform the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

As consideration for the performance of the Scope of Work, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of applicable taxes.

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, unpaid amounts shall accrue interest at the rate set forth in the Late Payment Fee above and Client shall be responsible for all collection costs, including reasonable attorney fees, incurred by Provider in enforcing payment obligations.

Term and Termination

This Agreement shall commence on and shall continue in effect 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 this Agreement immediately upon written notice if the other party materially breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination and Provider shall deliver all completed work products and materials for which Client has paid.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement, including trade secrets, proprietary processes, customer lists, pricing and business plans.

The Receiving Party shall use Confidential Information only for the performance of this Agreement and shall take commercially reasonable measures to protect such Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is lawfully received from a third party without restriction; or (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Intellectual Property

Unless otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing intellectual property and any general skills, know-how, processes and methodologies developed or used by Provider in performing the services. Subject to full payment of fees due, Provider assigns to Client all exclusive rights to deliverables specifically created and paid for under this Agreement, except for Provider's underlying methodologies and tools.

Representations and Warranties; Limitation of Liability

Each party represents that it has the full right and authority to enter into this Agreement. Provider represents that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement; Amendments

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested.

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