Business Release Copy

BUSINESS RELEASE COPY

THIS BUSINESS RELEASE AGREEMENT (the "Agreement") is entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Party A operates or controls certain business assets, materials, confidential information, and goodwill described below that are the subject of this release and which Party A may allow Party B to use, reproduce, distribute or otherwise exploit pursuant to the terms of this Agreement; and

WHEREAS, Party B has agreed to perform work, deliver materials, or provide services for Party A in accordance with the Scope of Work set forth in this Agreement, and Party A desires to fully release and discharge Party B from specified claims upon completion and payment as provided herein; and

WHEREAS, the parties intend that this Agreement operate as a full and final release with respect to the matters described herein, subject to the terms, conditions and exceptions expressly set forth below.

SCOPE OF WORK

PAYMENT TERMS

Late Payment Fee: If any undisputed payment due under this Agreement is not received within days after the due date, interest will accrue at on the outstanding balance, in addition to all costs of collection.

RELEASE AND WAIVER

Upon receipt by Party B of Final Payment as defined in the Payment Terms, Party A hereby fully and irrevocably releases, remises, and forever discharges Party B and its affiliates, officers, directors, agents, employees and assigns from any and all claims, demands, causes of action, damages, debts, obligations, liabilities, costs and expenses, whether known or unknown, arising out of or in connection with the Scope of Work and the subject matter of this Agreement, except to the extent that such claims arise from willful misconduct or gross negligence by Party B.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve either party of obligations accrued prior to termination, including payment for services rendered and obligations under the Confidentiality and Indemnification provisions.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party to the other that is designated in writing 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) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information but not less than a reasonable degree of care; (b) use Confidential Information only for the purposes of performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, consultants or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt written notice to the other and cooperates in any lawful effort to limit disclosure.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or intentional misconduct in the performance of its obligations hereunder.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

NOTICES

All notices or other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above or at such other address as either party may designate by notice to the other. Notices shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship. The headings in this Agreement are for convenience only and shall not affect interpretation.

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