Business OSC Agreement

BUSINESS OSC AGREEMENT

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

Recitals

WHEREAS, Client desires to engage Service Provider to provide operational support and consulting services described herein, and Service Provider has the capacity and expertise to provide such services under the terms set forth in this Agreement;

WHEREAS, Service Provider agrees to perform such services for Client in accordance with the scope, schedule and compensation provisions contained in this Agreement; and

WHEREAS, the parties intend by this Agreement to allocate responsibilities, protect confidential information, and set forth the terms upon which the services will be provided.

Scope of Work

Service Provider shall perform the operational support and consulting services (the "Services") described below. Services shall include, without limitation, the tasks, deliverables and milestones specified by Client and mutually agreed in writing:

Payment Terms

Client shall pay Service Provider fees in consideration of the Services as follows. All sums are payable in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of the maximum rate permitted by law or or a one-time late fee of per late invoice, whichever is applicable.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within following written notice. Client may terminate for convenience upon days' prior written notice and payment for Services performed to the termination date and any non-cancellable obligations.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, technical data, trade secrets, customer lists, pricing, and other proprietary materials.

Receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Receiving Party; (ii) was rightfully in Receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all Confidential Information and certify in writing its compliance. The obligations under this Section shall survive termination for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they qualify as trade secrets under applicable law.

Independent Contractor; Liability

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, partnership, or agency between the parties. Service Provider shall be responsible for all federal, state and local employment and withholding taxes and benefits arising from the performance of the Services.

Except for liability arising from a party's willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period 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 its choice-of-law rules. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county designated by the governing state law unless the parties mutually agree otherwise in writing.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Services and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

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