Business MDE Document

BUSINESS MDE DOCUMENT

This Business MDE Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

Recitals

WHEREAS, Client requires services related to market development and evaluation ("MDE Services") to support business objectives and regulatory compliance; and

WHEREAS, Service Provider represents that it has the skill, personnel and resources to perform the MDE Services described in this Agreement and is willing to provide such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and responsibilities with respect to the performance, payment and confidentiality of the MDE Services.

Scope of Work

Payment Terms

Compensation: Client shall pay Provider the fees set forth below for the Services. All fees are payable in U.S. Dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the Payment Schedule and are due within days of receipt. Overdue amounts shall accrue interest as provided below.

A late fee of % per month (or the maximum lawful rate, if less) shall be applied to unpaid balances. In addition, Client shall reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect any past due amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral or written, 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, including business plans, technical data, analyses and trade secrets.

Obligations: Each receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses for its own confidential information but in no event less than reasonable care; (ii) use Confidential Information only to perform obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information shall not include information that the receiving party can demonstrate (a) was publicly known at the time of disclosure; (b) becomes publicly known through no breach of this Agreement; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of Confidential Information.

Remedies: The parties acknowledge that monetary damages may be insufficient to remedy a breach of confidentiality and each party shall be entitled to seek equitable relief, including injunctive relief, in addition to other remedies.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any dispute arising out of this Agreement shall be the state and federal courts located within that state, and the parties submit to the personal jurisdiction of such courts.

Entire Agreement

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

Notices

Representations and Warranties

Each party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform this Agreement; and (c) the execution and delivery of this Agreement and the performance of its obligations will not breach or conflict with any agreement, judgment or other obligation binding on it.

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