Business NDE Document

BUSINESS NDE AGREEMENT

Parties

Recitals

WHEREAS, the parties desire to enter into a commercial arrangement whereby Party A will disclose certain confidential information and engage Party B to perform services described below; and

WHEREAS, Party B has represented that it has the qualifications, experience, and personnel necessary to perform the services and to protect the confidentiality of information received; and

WHEREAS, the parties wish to set forth the terms and conditions of their business engagement and the protection of Confidential Information.

Scope of Work

The services to be performed by Party B for Party A, together with deliverables, milestones and acceptance criteria, are described below. Party B shall perform the services in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the services performed by Party B, Party A shall pay Party B the fees described below. All payments are due in United States dollars and are exclusive of taxes unless otherwise required by law.

Late payments shall incur interest at the rate of on the outstanding balance, calculated monthly and payable upon demand. Party B may suspend performance for invoices overdue by more than days after written notice.

Term and Termination

This Agreement shall commence on and shall continue in effect 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 that remains uncured for 30 days after written notice specifying the breach. Termination shall not relieve either party of payment obligations accrued prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or business information disclosed by one party ("Disclosing Party") to the other party ("Recipient") in any form, whether oral, written, electronic, or visual, 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.

Recipient shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted below; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was rightfully in Recipient's possession prior to disclosure by Disclosing Party without a duty of confidentiality; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to the Disclosing Party's Confidential Information.

Recipient may disclose Confidential Information to its employees, agents, contractors or advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement. Recipient shall be liable for any breach of this Agreement by such persons. Upon termination or written request, Recipient shall promptly return or destroy all tangible Confidential Information and certify destruction upon request.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

Representations; Warranties; Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party B warrants that services will be provided in a professional manner consistent with industry standards. Each party shall indemnify and hold harmless the other party from claims, liabilities, losses, damages and expenses arising out of its gross negligence, willful misconduct, or breach of this Agreement.

Miscellaneous

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with the sale of substantially all of its business or assets related to this Agreement.

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties will negotiate in good faith to replace the invalid provision with a valid provision that accomplishes the original intent.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles.

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, representations, understandings, and agreements, whether written or oral.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at their addresses set forth above, by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

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