Business Provisions Document

BUSINESS PROVISIONS DOCUMENT

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing commercial services and solutions described herein and represents that it has the experience, personnel, and resources to perform such services in a professional manner; and

WHEREAS, Client desires to retain Provider to perform the services described under the terms and conditions set forth in this Business Provisions Document; and

WHEREAS, the parties intend that the terms set forth below govern their respective rights and obligations effective as of the Effective Date: Effective Date:

Scope of Work

Provider shall perform the services and deliverables as described below. Deliverables shall conform to the specifications agreed in writing and shall be performed in a professional and workmanlike manner.

Payment Terms

Client shall pay Provider for the services performed in accordance with the schedule and amounts set forth below. All payments shall be made in U.S. dollars unless the parties agree otherwise in writing.

If any undisputed payment is not received within days after its due date, Client shall pay a late fee of per month on the overdue amount, calculated monthly and compounded. The late fee is in addition to any other remedies available to Provider.

Term and Termination

This Agreement commences on the Term Start Date and continues until the Term End Date unless earlier terminated in accordance with this section. Term Start Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination for any reason, Provider shall be entitled to payment for all services performed and expenses incurred through the effective date of termination, subject to Client's right to withhold amounts for undisputed deficiencies. Within ten (10) days after termination, each party shall return or destroy Confidential Information in accordance with the Confidentiality section.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether in writing, orally, electronically or by inspection of tangible objects, that is marked confidential or would reasonably be considered 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 by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is received from a third party without restriction and without breach of an obligation; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) use at least the same degree of care to protect Confidential Information as it uses with its own similar confidential materials, but in no event less than reasonable care. The obligations in this section shall continue for years from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations; Compliance

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement.

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 conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If unresolved within thirty (30) days, either party may pursue any remedy available at law or equity.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control. Notice: Any notice required or permitted under this Agreement shall be given in writing to the addresses set forth above and shall be deemed given upon delivery if delivered by hand, or three (3) business days after deposit with the postal service if mailed.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any other or subsequent breach. Amendment: This Agreement may be amended only by a writing signed by both parties.

Entire Agreement

This Agreement, together with any attachments and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

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