Business Letter Confirmation

BUSINESS LETTER CONFIRMATION

Client Name:   Client Address:

Company Name:   Company Address:

Reference Number:   Confirmation Date:

RECITALS

WHEREAS, Client Name: seeks to obtain the services described herein; and

WHEREAS, Company Name: has the expertise and capacity to provide such services and agrees to perform them under the terms set forth in this Business Letter Confirmation; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties confirm the following terms.

SCOPE OF WORK

Company shall perform the services described below for Client. The parties agree that any material change to the scope requires prior written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

Client agrees to pay Company the fees and reimbursements in accordance with the schedule below. All sums payable are in lawful currency and are exclusive of applicable taxes unless otherwise stated.

Payments are due within days from the date of invoice. Overdue amounts shall accrue interest at a rate of (or the maximum rate permitted by law), calculated monthly and compounded. The prevailing party in any collection action shall be entitled to recover reasonable attorneys' fees and costs.

TERM AND TERMINATION

This Confirmation commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Confirmation for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

For purposes of this Confirmation, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Confirmation; (b) is rightfully received from a third party without restriction on disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party and cooperates with any reasonable efforts to seek protective relief.

The receiving party shall hold Confidential Information in trust and confidence, shall not use it other than to perform under this Confirmation, and shall not disclose it to any third party except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Confirmation for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Confirmation shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Confirmation shall be resolved through good-faith negotiation between senior representatives. If the dispute cannot be resolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts located within that state.

ENTIRE AGREEMENT; AMENDMENT

This Confirmation, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. No amendment or modification of this Confirmation shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Confirmation shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices shall be delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier and shall be effective upon receipt.

MISCELLANEOUS

If any provision of this Confirmation is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The headings in this Confirmation are for convenience only and shall not affect its interpretation. No waiver by either party of any breach shall constitute a waiver of any other breach.

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