Business MSA Execution Copy

BUSINESS MSA EXECUTION COPY

This Master Services Agreement (Agreement) is entered into as of by and between (Contractor) and (Client). Contractor and Client are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Contractor is engaged in the business of providing professional services and possesses the expertise and personnel necessary to perform the services described herein; and

WHEREAS, Client desires to retain Contractor to perform certain services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth the terms governing the provision of such services, including scope, compensation, confidentiality, and remedies for breach.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Contractor shall perform the professional services described below and in any Statements of Work mutually executed by the Parties. Services shall be performed in a professional and workmanlike manner, consistent with industry standards.

PAYMENT TERMS

As consideration for the Services, Client shall pay Contractor in accordance with the terms below. Fees are exclusive of taxes unless otherwise stated.

Invoices shall be submitted to Client as set forth above and shall be due and payable within days of receipt. Payments not received within such period shall accrue late charges equal to % per month or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, 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 does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restrictions on use or disclosure; (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 notice is given to permit the disclosing Party to seek protective relief.

The receiving Party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of unless a longer period is required by applicable law.

INDEMNIFICATION AND LIMITATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither Party's aggregate liability for direct damages shall exceed the total fees paid or payable by Client to Contractor under the applicable Statement of Work in the twelve (12) months preceding the event giving rise to liability. In no event shall either Party be liable for consequential, incidental, special or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties agree that venue for any dispute shall be in the state or federal courts located within that State.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all executed Statements of Work and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Relationship of Parties: Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency or fiduciary relationship between the Parties. Assignment: 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 or sale of substantially all assets.

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