Business Memo NetApp

BUSINESS MEMO NETAPP

Memo Date:

Parties

Company Name:

Counterparty Name:

Recitals

WHEREAS, Company Name: is engaged in the business of providing enterprise storage solutions and related professional services; and

WHEREAS, Counterparty Name: desires to retain Company to perform specified services under the terms set forth in this memorandum; and

WHEREAS, the parties intend for this Business Memo NetApp to set forth the scope, payment terms, confidentiality obligations and other material terms of the engagement pending execution of a definitive agreement or to serve as the controlling engagement document where agreed.

Scope of Work

Deliverables and acceptance criteria:

Payment Terms

Total Fee: $ payable in accordance with the schedule below.

Late Payment Fee: If any undisputed amount is not paid within days after the due date, interest shall accrue at or the maximum rate permitted by law, whichever is lower.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this memo upon days prior written notice to the other party. Termination for material breach may be immediate if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, technical or financial information disclosed in any form by one party (Disclosing Party) to the other (Receiving Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information which is (a) already known to the Receiving Party without obligation of confidentiality; (b) publicly available through no fault of the Receiving Party; (c) lawfully received from a third party without restriction; or (d) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees, contractors and advisors on a need-to-know basis who are subject to confidentiality obligations at least as restrictive as those herein, and shall use Confidential Information solely to perform its obligations under this memo. The obligations of confidentiality shall continue for years following termination or expiration of this memo, unless a longer period is required by applicable law.

Governing Law

This memo shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in that State for disputes arising under this memo.

Entire Agreement

This memo constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this memo creates a partnership, joint venture, agency or employment relationship. Each party shall be responsible for its own taxes, benefits and employees.

Assignment: Neither party may assign or transfer its rights or obligations under this memo without the prior written consent of the other party, except that Company may assign to an affiliate or successor by merger or operation of law.

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