Business Orem Document

BUSINESS OREM DOCUMENT

This Business Orem Document (the Agreement) is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business services and related deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and agrees to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms governing the scope, payment, confidentiality, term and termination, and governing law applicable to their business relationship.

Scope of Work

Service Provider shall perform the services and deliverables described below, in accordance with the standards of care and diligence customary in the industry.

Payment Terms

Client shall pay Service Provider the fees specified below in consideration for services performed. All fees are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted in accordance with the Payment Schedule and are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest as set forth below.

If Client disputes any portion of an invoice, Client must provide written notice of the dispute within ten (10) days of receipt, specifying the basis for the dispute. The undisputed portion shall remain payable in accordance with this Agreement.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party the notice period specified above. Either party may terminate immediately for cause where the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred prior to the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, electronic or otherwise, 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.

Each party agrees (a) to hold the other party's Confidential Information in strict confidence, (b) not to use Confidential Information for any purpose other than the performance of this Agreement, and (c) not to disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) becomes generally known to the public through no wrongful act of the receiving party; (ii) is rightfully received from a third party without restriction; (iii) was known to the receiving party prior to disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if compelled by law, provided the receiving party provides prompt written notice and cooperates with the disclosing party to seek protective measures.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. The parties agree that injunctive relief is an appropriate remedy for any breach of the confidentiality obligations. The waiver of any right or remedy in one instance shall not operate as a waiver in any other instance.

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