Business Informative Document

BUSINESS INFORMATIVE DOCUMENT

Effective Date:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional goods and services as described in this document and possesses the expertise, personnel and resources necessary to deliver such services;

WHEREAS, Client desires to retain Provider to perform the services set forth herein on the terms and conditions contained in this Agreement, and Provider agrees to perform such services for compensation as provided below;

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

SCOPE OF WORK

Provider shall perform the services and deliverables described below. The description, milestones, and acceptance criteria shall be documented and form part of this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees and expenses in accordance with the terms set forth below. All fees are due and payable in United States dollars unless otherwise agreed in writing.

Payments shall be invoiced by Provider and are due within days of invoice receipt. Late payments shall accrue interest at the rate set forth below and Provider may suspend services for overdue accounts.

The late fee stated above is an agreed-upon remedy for delayed payment and is intended to compensate Provider for the costs of collection; it shall not be construed as a penalty. Client is also responsible for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date or until terminated pursuant to 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 date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice.

CONFIDENTIALITY

Each party acknowledges that during the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including business plans, financial data, technical information, and customer lists. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Period: The obligations in this section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable 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 agree to 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 Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses arising from the indemnifying party's breach of this Agreement or its negligent or willful acts or omissions in connection with performance hereunder.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages, and the total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the fees actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

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