Business Objective Document

BUSINESS OBJECTIVE DOCUMENT

Parties

Client Name:

Contractor Name:

RECITALS

WHEREAS, Client desires to engage Contractor to develop and implement the business objectives described in this document and Contractor represents that it has the experience, personnel and resources to perform such services in accordance with the terms herein; and

WHEREAS, the parties agree that the effective date for the obligations in this document shall be the Effective Date set forth below and that the parties will proceed in reliance on the representations and terms contained herein.

Effective Date:

SCOPE OF WORK

Contractor shall perform the services and deliver the work products necessary to accomplish the business objectives identified below. The Scope of Work shall include, at minimum, deliverables, timelines, acceptance criteria and any required milestones.

OBJECTIVES AND KEY RESULTS

Primary Business Objective:

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All payments are exclusive of applicable taxes unless otherwise agreed in writing.

Late Payment: If any undisputed invoice is not paid within days after the due date, Client shall pay interest at per month on the outstanding balance, or the maximum allowed by applicable law, whichever is lower. In addition, Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees, for amounts overdue by more than days.

TERM AND TERMINATION

Term Commencement: Commencement Date: . Termination Date: .

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 is not cured within days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether in oral, written, electronic or other form, 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; 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.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was known by the receiving party prior to disclosure without restriction; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations shall survive termination of this Agreement for a period of years, except where trade secrets are concerned, in which case protection will continue for as long as the information qualifies as a trade secret.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, Contractor shall retain ownership of pre-existing intellectual property and of general methodologies, tools and know-how. Client shall own the final deliverables specifically commissioned under this Agreement upon full payment, and Contractor hereby assigns to Client all rights, title and interest in such deliverables to the extent legally transferable.

License: Contractor grants Client a worldwide, non-exclusive, royalty-free license to use Contractor's pre-existing materials only to the extent embedded in the final deliverables.

INDEPENDENT CONTRACTOR; NO AGENCY

Contractor is an independent contractor and not an agent or employee of Client. Neither party has authority to bind the other except as expressly set forth in this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees actually paid by Client to Contractor under this Agreement during the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties will attempt in good faith to resolve any dispute arising out of this Agreement through negotiation; if negotiation fails, disputes shall be resolved by binding arbitration in accordance with the rules agreed by the parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

SIGNATURES

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