Business Mishi Document

BUSINESS MISHI DOCUMENT

This Business Mishi Document ("Agreement") is made as of by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing goods, services and technical expertise relevant to the objectives described herein; and

WHEREAS, Party B desires to retain Party A to perform the services and deliver the work product described in this Agreement under the terms set forth below; and

WHEREAS, the parties intend by this Agreement to define the scope, payment, confidentiality and other terms that will govern their relationship with respect to the subject matter below.

Scope of Work

Party A shall perform the services and deliver the work product described in this Section in a professional and timely manner as consistent with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are as follows:

Party A will provide progress reports and reasonable access to personnel and materials as required for Party B to monitor progress and provide timely approvals.

Payment Terms

Unless otherwise agreed in writing, Party B shall pay each undisputed invoice within days of receipt. Invoices shall itemize fees, expenses and applicable taxes.

Late payments shall accrue interest at the lesser of (a) a rate of % per month, or (b) the maximum rate permitted by applicable law. In addition, Party B shall reimburse Party A for reasonable collection costs and legal fees incurred in enforcing payment.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice specifying the breach.

Upon termination, Party A shall produce a final invoice for all undisputed fees and expenses incurred through the effective date of termination, and Party B shall pay such invoice in accordance with the Payment Terms.

Confidentiality

Each party ("Receiving Party") shall keep confidential and shall not disclose or use any non-public information disclosed by the other party ("Disclosing 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"), except to perform the obligations under this Agreement. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) is rightfully received from a third party free of restriction; (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, provided the Receiving Party gives prompt notice and cooperates to limit disclosure.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no case less than reasonable care.

Representations; Insurance; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Party A represents that the services will be performed in a professional manner consistent with industry standards. Party A shall maintain commercially reasonable insurance coverage and, to the extent permitted by law, indemnify and hold harmless Party B from third-party claims arising out of Party A's negligence or willful misconduct in performing the services.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or the indemnification obligations in this Agreement, neither party shall be liable to the other for consequential, special, incidental, punitive, or exemplary damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid to Party A under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the courts located within that jurisdiction for any disputes arising under this Agreement.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon personal delivery, one business day after delivery to an overnight courier, or three business days after mailing by certified mail.

Additional Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the original intent of the parties.

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