Business Mock-Up

BUSINESS MOCK-UP AGREEMENT

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business development, advisory, design and related professional services as set forth in this Agreement on the terms and conditions contained herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services described below and is willing to perform such services for Client in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall include industry analysis, concept development, deliverable mock-ups, iterative revisions, and final handoff of materials as further specified by Client and agreed in writing by the parties.

2. Payment Terms

Compensation for the Services shall be as follows:

Invoices submitted by Service Provider shall be due and payable within days of receipt unless otherwise specified in the Payment Schedule.

Late payments shall accrue interest at a rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower.

3. Term and Termination

This Agreement shall commence on the Effective Date of 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 immediately for material breach by the other party that remains uncured for fifteen (15) days after receipt of written notice describing the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination, together with any fees reasonably necessary to wind down the Services.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means information disclosed by either party to the other party 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. Confidential Information includes, without limitation, business plans, financial data, customer lists, marketing strategies, designs, mock-ups, and proprietary processes.

Each party agrees: (a) to maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not to use Confidential Information other than to perform obligations under this Agreement; and (c) not to disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than this Agreement.

The obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

5. Representations; Relationship of Parties; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

The parties are independent contractors. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership. Service Provider is solely responsible for all taxes and withholdings arising from compensation paid hereunder.

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

6. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

7. 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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any exhibits and 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, proposals, representations and understandings, whether written or oral.

Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

9. 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 either party designates by written notice. Notices may be delivered by personal delivery, reputable overnight courier, or certified mail (return receipt requested) and shall be deemed given upon receipt.

Miscellaneous Provisions

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