Business Project Contract

BUSINESS PROJECT CONTRACT

PARTIES

This Business Project Contract (the "Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Client desires to retain Contractor to perform the project described herein known as to be performed at ;

WHEREAS, Contractor represents that Contractor has the experience, personnel, equipment, and professional qualifications necessary to perform the work described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform such work and Client will compensate Contractor.

SCOPE OF WORK

Contractor shall perform the services and deliver the goods described below. Contractor shall perform all work in a professional manner consistent with industry standards. Specific deliverables, milestones, and acceptance criteria are as follows:

PAYMENT TERMS

Client shall compensate Contractor for performance of the Scope of Work in accordance with the following terms. All amounts are in U.S. dollars unless otherwise stated.

Invoices shall be submitted in accordance with the Payment Schedule. Unless otherwise stated, payments are due within days of Client's receipt of a proper invoice. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within 10 days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for work performed and accepted prior to termination.

Survival: Provisions that by their nature are intended to survive termination or expiration of this Agreement (including confidentiality, indemnity, payment obligations, and governing law) shall survive.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other whether in oral, written, electronic or other form 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 does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the extent required.

Each receiving party shall: (i) hold Confidential Information in strict confidence; (ii) not use Confidential Information except as necessary to perform its obligations under this Agreement; and (iii) 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. Upon termination or upon request, receiving party shall return or destroy Confidential Information and certify such return or destruction.

Remedies: The parties acknowledge that monetary damages may be insufficient and that either party may seek injunctive relief and any other available equitable remedies for any breach or threatened breach of this Section, without limiting any other rights or remedies available at law or in equity.

INSURANCE AND INDEMNITY

Contractor shall maintain insurance coverage appropriate to the services performed, including commercial general liability. Contractor shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any claims, losses, liabilities, damages and expenses arising out of Contractor's negligent acts, omissions or willful misconduct in performing the Scope of Work, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration conducted by a neutral arbitrator in accordance with commercially reasonable arbitration procedures mutually agreed by the parties.

MISCELLANEOUS

Entire Agreement: This Agreement, including all attachments and incorporated documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Independent Contractor: Contractor is an independent contractor and nothing in this Agreement shall be construed to create an employment, joint venture, agency or partnership relationship between the parties.

SIGNATURES

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