Business OB Form

BUSINESS OB FORM

Parties

This Business OB Form (the "Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Client is engaged in lawful business operations and requires the services set forth in this Agreement; and

WHEREAS, Contractor represents that it has the skill, personnel, and resources necessary to perform the services described herein and agrees to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Contractor shall provide the services, deliverables and tasks described below. The description is intended to be specific and binding; any material change in scope shall be governed by the Change Order procedure below.

Change Orders: Any alteration to the scope of work must be documented in a written Change Order signed by authorized representatives of both parties. The Change Order shall describe any adjustment to price, schedule or deliverables.

Payment Terms

Compensation: Client shall pay Contractor the total fee set forth below in accordance with the schedule specified. All amounts are in U.S. dollars unless otherwise stated.

Invoices are due within days of invoice date unless otherwise agreed in writing. Payments shall be made to Contractor at the address set forth above or to any other payment instructions provided in writing.

If Client fails to pay undisputed amounts when due, Contractor may suspend performance upon seven (7) days' prior written notice and shall be entitled to recover costs of collection, including reasonable attorneys' fees.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of fifteen (15) days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 includes, without limitation, business plans, customer lists, pricing, technical information, and trade secrets.

The receiving party shall: (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors or advisors who need access to perform the receiving party's obligations and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive for a period of three (3) years following termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for as long as applicable law requires.

Representations and Warranties; Insurance

Each party represents that it has the authority to enter into this Agreement and perform its obligations hereunder. Contractor represents that services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Contractor shall maintain, at its expense, insurance coverage appropriate to the services provided, including commercial general liability and workers' compensation as required by law, and shall provide certificates of insurance upon reasonable request.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, and aggregate direct damages shall be limited to the total amount paid or payable by Client under this Agreement during the twelve (12) months preceding the claim.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits and Change Orders executed under it, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings and representations, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

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