Business Nomination Document

BUSINESS NOMINATION DOCUMENT

Nominator:    Entity Type: Individual Corporation LLC

Nominee:    Role to be undertaken:

RECITALS

WHEREAS, Nominator is the beneficial owner or authorized representative of certain interests, positions or voting rights in the business entity identified by Nominator and desires to appoint a Nominee to hold or exercise such positions on behalf of the Nominator pursuant to the terms set forth herein;

WHEREAS, Nominee has represented that Nominee is willing and able to accept the nomination and to perform the duties and exercise the authority described in this Business Nomination Document, subject to the limitations and compensation set forth herein;

WHEREAS, the parties desire to reduce to writing the scope, compensation, term, and other material terms of the nomination and to set forth certain covenants, confidentiality obligations and governing law provisions.

SCOPE OF NOMINATION

Nominee shall perform the duties described below as agent, nominee or holder of record on behalf of Nominator. The duties, authority and limitations of Nominee are set forth and may include but are not limited to the following items. The parties agree that Nominee shall act only in accordance with written directions of the Nominator, subject to any powers expressly reserved to Nominee below.

Authority granted to Nominee shall be limited to the actions expressly described in the Detailed Scope of Work and shall not be construed to authorize Nominee to act beyond those instructions unless Nominator provides separate, written authorization. Nominee shall not enter into contracts, incur liabilities or take actions that could reasonably be expected to bind Nominator beyond those actions expressly authorized in writing.

PAYMENT TERMS

In consideration for the services and acceptance of the nomination, Nominator shall pay Nominee the fees set forth below. All amounts are payable in United States currency unless otherwise agreed in writing.

TERM AND TERMINATION

This nomination shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon delivery of written notice to the other party in accordance with the notice period set forth above. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means all non-public information disclosed by a party relating to its business, operations, plans, financials, customers, or proprietary technology. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely for the purposes of performing its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all tangible Confidential Information and, upon request, provide written certification of such return or destruction.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's willful misconduct or gross negligence in performing this Agreement. Except for liability arising from breach of confidentiality, gross negligence or willful misconduct, neither party shall be liable for consequential, 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 its conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts located in that State for enforcement of this Agreement.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings. No amendment or modification of this Agreement shall be binding unless executed in writing by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that Nominator may assign this Agreement to an affiliate or successor in interest upon written notice to Nominee.

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