Business Provider Agreement

BUSINESS PROVIDER AGREEMENT

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

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and solutions as described herein; and

WHEREAS, Client desires to retain Provider to perform the services set forth in this Agreement and Provider is willing to perform such services under the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables set forth below in accordance with the requirements, schedules and acceptance criteria described by the parties.

PAYMENT TERMS

Client shall pay Provider for the services performed in accordance with the terms set forth below. Fees are exclusive of taxes unless otherwise stated.

All undisputed payments not received by Provider when due shall accrue interest at the rate set forth above and Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting late payments.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing days' advance written notice to the other party.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each recipient shall: (a) use Confidential Information only for performance of this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known by recipient prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party free of any obligation of confidentiality; or (iv) is independently developed by recipient without use of or reference to the disclosing party's Confidential Information.

The obligations in this Section will survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secret under applicable law.

INDEMNIFICATION & LIMITATION OF LIABILITY

Provider shall indemnify and hold harmless Client from and against third-party claims arising out of Provider's gross negligence or willful misconduct in performance of the services. Client shall indemnify and hold harmless Provider from and against claims arising from Client's negligence or willful misconduct and from Client's breach of representations or warranties.

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INFRINGEMENT, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, warranties and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests or communications required or permitted under this Agreement shall be in writing and delivered to the addresses below:

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, agency or fiduciary relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be reformed only to the extent necessary to make it enforceable.

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