Business MPI Document

BUSINESS MPI DOCUMENT

This Business MPI Document (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with primary address:

and Provider Name: , with primary address:

Whereas

WHEREAS, Client requires certain business management, performance and information services to support Client's internal operations and commercial activities; and

WHEREAS, Provider represents that it has the necessary expertise, personnel and systems to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations and other provisions governing their business relationship.

Scope of Work

Provider shall perform the services and deliverables described below in a professional manner consistent with industry practice. Provider's obligations include the preparation of deliverables, reporting, meetings and other activities necessary to execute this Agreement.

Payment Terms

Client shall compensate Provider in accordance with the following payment provisions. All monetary amounts are in U.S. dollars unless otherwise agreed in writing.

Milestone payments as set forth in a mutually executed schedule

Recurring monthly payments

Single payment upon completion

If any undisputed amount is not paid within days after invoice due date, Client will owe interest at the rate of percent per month on the overdue balance, compounded monthly, or the maximum rate permitted by law, whichever is lower.

Term and Termination

The term of this Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within days following written notice of the breach.

Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, nor relieve Provider of its obligation to deliver work product for which Client has paid.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such 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. Upon termination of this Agreement, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party and certify in writing that it has done so.

Governing Law

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

Entire Agreement

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be delivered in writing by hand, nationally recognized courier, or certified mail to the addresses above and are effective upon receipt, or, if sent by certified mail, three (3) business days after posting.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control. The invalidity or unenforceability of any provision of this Agreement will not affect the validity of the remaining provisions. Headings are for convenience only and do not affect interpretation.

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