Business Obligations List

Business Obligations List and General Business Agreement

This Business Obligations List and General Business Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Party A has certain duties, responsibilities and deliverables related to the operation, management, or support of business functions as set forth in this Agreement;

WHEREAS, Party B requires Party A and/or Party B to perform specific obligations listed below to support Party B's business objectives and desires to allocate responsibilities, timelines, and payment terms as set forth in this Agreement;

WHEREAS, the parties desire to memorialize the obligations, payment terms, confidentiality obligations and other material provisions governing their relationship.

SCOPE OF WORK

The parties agree that the specific services, tasks and deliverables to be provided are described in the Business Obligations List below and in the following detailed description:

BUSINESS OBLIGATIONS LIST

Each obligation listed below is a material obligation of the party identified as responsible. Parties must perform in good faith and in accordance with the schedule set forth.

If additional obligations are required, parties shall execute a written addendum specifying the new obligation, responsible party, and due date, which shall become part of this Agreement upon signature.

PAYMENT TERMS

In consideration for performance of the obligations set forth herein, Party B shall pay Party A the amounts and according to the schedule set forth below.

All payments are due within the time specified in the Payment Schedule. Late payments shall accrue interest or fees as stated above. Nonpayment where not cured within the notice period constitutes material breach permitting termination in accordance with the Term and Termination provisions.

TERM AND TERMINATION

This Agreement commences on and terminates on unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for uncured material breach if the breaching party does not cure such breach within the notice period set forth above, provided that notice of breach identifies the nature of the breach and the requested cure.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence all non-public information disclosed by the other party (Discloser) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not use or disclose Confidential Information except as required to perform its obligations under this Agreement or with Discloser's prior written consent.

Confidentiality obligations do not apply to information that: (a) is or becomes public without breach of this Agreement; (b) was rightfully known to Recipient prior to disclosure; (c) is independently developed without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided Recipient gives prompt notice to Discloser to permit protective measures. Confidentiality obligations survive for a period of three (3) years after termination of this Agreement unless otherwise required under applicable law.

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 disputes arising from this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Business Obligations List and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, proposals and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy certain breaches and that injunctive relief may be an appropriate remedy in addition to other remedies available at law or equity.

Notices required under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may specify in writing.

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