Business Release Contract

BUSINESS RELEASE CONTRACT

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

WHEREAS

WHEREAS, Releasor has engaged Releasee to perform certain business services and deliverables described herein; and

WHEREAS, Releasor and Releasee desire to resolve and release any and all claims, demands, causes of action, or liabilities relating to the Scope of Work and the business relationship between the parties as set forth in this Agreement, except as expressly reserved below.

SCOPE OF WORK

Releasor engages Releasee to provide the services and deliverables described below. Releasee shall perform such services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the services described above, Releasor shall pay Releasee as follows.

TERM AND TERMINATION

The term of 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 written notice delivered at least days prior to the effective date of termination. Termination for cause may be effected upon material breach that remains uncured after thirty (30) days' written notice specifying the breach.

RELEASE AND INDEMNIFICATION

Upon full payment of the amounts due under this Agreement and completion of the Scope of Work, Releasor hereby irrevocably releases and forever discharges Releasee and its officers, directors, agents, employees and affiliates from any and all claims, demands, causes of action, liabilities, losses, costs and expenses, whether known or unknown, arising out of or relating to the Scope of Work or the business relationship between the parties, except claims arising from willful misconduct or gross negligence of Releasee.

Releasee shall indemnify, defend and hold harmless Releasor from any third-party claims arising from Releasee's negligence, willful misconduct, or breach of this Agreement, provided that Releasor gives prompt written notice of any such claim and cooperates in the defense.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic, proprietary, or business information disclosed by one party to the other party, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

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.

ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all 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 and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Any notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

The parties expressly acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent legal advice, and enter into this Agreement voluntarily and without duress.

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