Business Quality Document

BUSINESS QUALITY DOCUMENT

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

WHEREAS

WHEREAS, Client requires certain goods and/or services related to the Project to be performed in accordance with defined quality standards, acceptance criteria, and corrective action procedures; and

WHEREAS, Service Provider represents that it has the requisite experience, personnel, processes and quality control systems to perform the Project and to deliver work product that conforms to the standards set forth in this Document; and

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

SCOPE OF WORK

Service Provider shall perform the work described below in a professional and workmanlike manner consistent with industry standards. The parties acknowledge that scope changes may be made only by written amendment executed by both parties.

QUALITY STANDARDS AND ACCEPTANCE

Service Provider shall perform all work in accordance with the quality criteria and acceptance tests specified below. Deliverables that do not meet acceptance criteria will be subject to rejection and rework at Service Provider's expense.

Inspections required: Yes No

If inspection required, Service Provider shall notify Client in writing when deliverables are ready for inspection. Client shall complete acceptance testing no later than days following delivery. Service Provider shall correct nonconforming work within days of receiving written notice of rejection.

PAYMENT TERMS

Client shall pay Service Provider for the services and deliverables described in the Scope of Work in accordance with the following terms.

Invoices shall be submitted to Client in writing and are due within days of receipt. Late payments shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law, if lower), and Client shall reimburse Service Provider for reasonable collection costs for unpaid amounts.

TERM AND TERMINATION

The Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Document for convenience upon written notice delivered not less than days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. The receiving party shall (i) use Confidential Information only for performance under this Document; (ii) protect Confidential Information with the same degree of care used to protect its own confidential information but no less than reasonable care; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Confidentiality obligations shall survive termination of this Document for a period of years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Acknowledgement of confidentiality terms: I acknowledge and agree

GOVERNING LAW

This Document 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 submit to the exclusive jurisdiction of the courts located in that state for resolution of any disputes arising under this Document.

ENTIRE AGREEMENT

This Document, together with any exhibits and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or waiver of any provision of this Document shall be effective unless in writing and signed by authorized representatives of both parties.

LIMITED WARRANTY; REMEDIES

Service Provider warrants that, for a period of days following final acceptance, deliverables will materially conform to the written specifications set forth in the Scope of Work. Client's exclusive remedy for breach of the foregoing warranty shall be, at Service Provider's option, repair or replacement of nonconforming work or refund of the portion of the fees attributable to the nonconforming work.

MISCELLANEOUS

Neither party may assign this Document without the prior written consent of the other, except to a successor in connection with a merger, reorganization or sale of substantially all of its assets. If any provision of this Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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