Business Procedures Document

BUSINESS PROCEDURES DOCUMENT

RECITALS

WHEREAS, Company engages in the operation, management, and improvement of certain business processes and desires documented procedures that allocate responsibilities, describe controls, and establish performance standards; and

WHEREAS, Service Provider represents that it has the personnel, expertise, and capacity to develop, document, and implement the procedures described in this agreement and will do so in accordance with the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall prepare, document, and deliver written business procedures that address the processes, responsibilities, controls, escalation paths, and record retention applicable to the functions specified by Company. The deliverables shall include flowcharts, step-by-step procedures, role descriptions, and a method for ongoing revision control.

PAYMENT TERMS

Company shall pay Service Provider for the services and deliverables described in this document in accordance with the schedule and amounts below. All amounts are in U.S. dollars unless otherwise stated.

TERM AND TERMINATION

This agreement commences on the Effective Date and, unless earlier terminated in accordance with this section, will continue until the completion of the scope or until the End Date.

Effective Date:   End Date:

CONFIDENTIALITY

Each party acknowledges that, in the course of performance, it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received by the receiving party without restriction from a third party; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, subject to the receiving party providing prior notice where permitted.

Receiving party shall use Confidential Information only to perform under this agreement, shall restrict access to those employees and contractors who have a need to know, and shall apply at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW; DISPUTE RESOLUTION

This agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between designated representatives. If negotiation fails, disputes will be resolved in the state or federal courts located in the selected jurisdiction.

MISCELLANEOUS PROVISIONS

Entire Agreement: This document, together with any expressly referenced attachments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendment: No modification or amendment of this agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this agreement without the prior written consent of the other party, except that either party may assign to a successor in interest in connection with a merger, sale of substantially all assets, or acquisition of the business.

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