Business OLRF Form

BUSINESS OLRF FORM

This Business OLRF Form (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing services and deliverables as described in this Agreement and has represented that it possesses the requisite expertise, personnel and facilities to perform such services; and

WHEREAS, Recipient desires to retain Provider to perform the services set forth herein on the terms and conditions contained in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. All services shall be performed in a competent, professional manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services and deliverables, Recipient shall pay Provider as set forth below. All amounts are stated in United States dollars unless otherwise indicated.

Late payments shall incur interest at the lesser of the stated rate below or the maximum rate permitted by applicable law:

Provider may suspend performance for nonpayment following ten (10) calendar days' written notice; suspension shall not relieve Recipient of payment obligations accrued through the date of suspension.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the services unless earlier terminated as provided below.

Effective Date:     Anticipated End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Recipient of payment for services rendered prior to the effective date of termination. Upon termination Provider shall deliver to Recipient all completed deliverables and work-in-progress for which Recipient has paid.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in strict confidence all confidential or proprietary information disclosed by the other party (the Disclosing Party) 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"). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement, and shall not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those herein.

Obligations under this section do not apply to information that (i) is or becomes generally known through no fault of the Receiving Party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is required to be disclosed by law, regulation or court order (provided the Disclosing Party is given prompt notice and, where permitted, an opportunity to seek protective measures).

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its choice-of-law principles.

ENTIRE AGREEMENT

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

ADDITIONAL ADMINISTRATIVE DETAILS

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