Business Prepared Document

BUSINESS PREPARED DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein, and Service Provider represents that it has the expertise, personnel and resources to perform such services in a professional manner consistent with prevailing industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide the described services to Client and the compensation and protections to which each party will be entitled;

WHEREAS, the parties intend for this Agreement to constitute a binding contract that memorializes their full understanding and allocation of rights and obligations related to the engagement described below.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described in this Scope of Work. Services shall conform to the specifications, milestones and acceptance criteria set forth below and in any attached exhibits executed by the parties.

PAYMENT TERMS

Client shall pay Service Provider for the Services as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Unless otherwise agreed in writing, invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of per month (18% per annum) or the maximum lawful rate. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs and attorney fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with written notice at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

Upon termination, Service Provider shall cease performance and Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable commitments reasonably made in anticipation of performance.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other 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 to: (a) maintain the confidentiality of Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations 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 at least as protective as those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure without restriction; (iii) is rightfully obtained by the receiving party from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law, regulation or valid legal process, provided that, to the extent legally permitted, the receiving party gives prompt notice and cooperates with the disclosing party in seeking a protective order or other appropriate remedy.

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 laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing jurisdiction for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its business. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the individual signing on behalf of each party is authorized to bind that party to this Agreement.

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