Business Instructions Document

BUSINESS INSTRUCTIONS DOCUMENT

This Business Instructions Document (the "Instructions") is made effective as of between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider on the terms set forth herein to perform the business activities described in the Scope of Work; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services and will perform in accordance with industry standards and applicable laws;

WHEREAS, the parties desire to document Client's instructions to Provider and the contractual terms governing Provider's performance.

PARTIES & CONTACT INFORMATION

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall exercise reasonable skill, care and diligence and shall comply with the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Provider the fees and expenses as set forth below. All fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the agreed schedule and supporting documentation reasonably requested by Client.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Upon termination, Client will pay Provider for all services performed and expenses incurred through the effective date of termination. Provider will deliver work-in-progress and reasonable documentation necessary for Client to transition services.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic, proprietary information disclosed in any form and identified as confidential or that a reasonable person would understand to be confidential given the nature of the information.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under these Instructions; (b) limit disclosure to employees and permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as set forth herein; and (c) not disclose Confidential Information to third parties except as required by law, provided the disclosing party is given prompt notice where lawful and practicable.

GOVERNING LAW

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

ENTIRE AGREEMENT; MISCELLANEOUS

These Instructions, together with any attachments or schedules expressly incorporated herein, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior and contemporaneous agreements and understandings, whether written or oral. No amendment to these Instructions shall be effective unless in writing and signed by both parties.

If any provision of these Instructions is held invalid or unenforceable, the remainder of these Instructions will remain in full force and effect. Neither party may assign its rights or obligations under these Instructions without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a change of control.

SIGNATURES

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