Business MSA Final Executed

BUSINESS MSA FINAL EXECUTED

This Master Services Agreement ("Agreement") is made effective as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Provider"). Client and Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Provider possesses expertise, personnel and resources necessary to perform professional services in the areas described herein; and

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

WHEREAS, the Parties intend for this Agreement to define the scope, compensation, confidentiality, termination and other material terms governing their relationship.

SCOPE OF WORK

Provider shall perform the services described below (the "Services") in good faith and in a professional manner consistent with industry standards. The Services include, without limitation, the tasks, deliverables and milestones set forth in the Scope of Work field. Any material changes to the Scope of Work shall require a written change order signed by both Parties.

PAYMENT TERMS

In consideration for the performance of the Services, Client shall pay Provider the fees and expenses described below. Provider shall submit invoices in accordance with the Payment Schedule and Client shall pay undisputed amounts in accordance with the terms set forth herein.

All fees are exclusive of taxes. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses. Provider may suspend performance if invoices are overdue by more than the Payment Due period following written notice and a ten (10) day opportunity to cure, without prejudice to Provider's other remedies.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon providing the other Party with written notice at least days prior to the effective date of termination. Either Party may terminate for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one Party to the other Party, whether disclosed orally or in writing, 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 shall not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) is rightfully received from a third party without restriction and without breach of obligation; (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 written notice and cooperates with reasonable protective measures.

The receiving Party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who have a strict need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) use at least the same degree of care to protect Confidential Information as the receiving Party uses to protect its own similar confidential information, but in no event less than a reasonable degree of care. Upon termination or upon written request, the receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

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 courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and executed change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as the Party may designate in writing.

MISCELLANEOUS

Independent Contractor. Provider is an independent contractor and shall be solely responsible for all compensation, taxes and other obligations owed to Provider's personnel. Nothing in this Agreement shall be construed to create an employment, joint venture or agency relationship.

Remedies. Except as otherwise set forth, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. In the event of breach of the confidentiality provisions, the non-breaching Party shall be entitled to injunctive relief in addition to any other remedies.

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