Business Release Summary

BUSINESS RELEASE SUMMARY

Parties

Effective Date:

Recitals

WHEREAS, Client seeks to obtain a formal release and summary of business deliverables, public release permissions, and related obligations in connection with certain services to be provided by Service Provider; and

WHEREAS, Service Provider has agreed to deliver the services and to grant Client the limited releases and licenses set forth below in exchange for payment upon the terms described in this Agreement; and

WHEREAS, the parties desire to memorialize the scope, payment, term, confidentiality, release rights, and other material terms in this Business Release Summary (this "Agreement").

Scope of Work

The Service Provider will perform the deliverables described below. The following description summarizes the material services and deliverables to be provided by Service Provider under this Agreement.

Payment Terms

Total Compensation: $

Late Payment: If any undisputed amount is not paid within days of the invoice due date, interest shall accrue at , compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for material breach if such breach remains uncured for a period of days after written notice specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public business, technical, financial, and other information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or which, under the circumstances, should reasonably be understood to be confidential. Recipient will: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those hereunder; and (c) protect Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Confidentiality obligations do not apply to information that: was already known to Recipient without obligation of confidentiality; becomes generally available without breach; is independently developed; or is required to be disclosed by law provided Recipient gives Discloser prompt notice and cooperates to seek protective measures.

Release and Publicity

Subject to the terms and payment in this Agreement, Service Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use, reproduce and distribute the deliverables provided under this Agreement for Client's internal business operations and marketing, including publication in press materials, provided such use does not alter authorship attribution or materially distort the deliverable. Service Provider represents and warrants that it has full right and authority to grant such license and that the use contemplated will not infringe third-party rights.

Publicity Permission: Service Provider consents to Client's use of Service Provider's name and logo for announcement and marketing purposes consistent with the license above.

Representations; Indemnification

Each party represents that it has full power and authority to enter this Agreement. Service Provider will indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's breach of its representations, infringement of third-party intellectual property rights, or negligence in the performance of services, provided Client gives prompt written notice of any claim and cooperates in the defense.

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; Modification

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any modification or waiver of any provision must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision is held unenforceable, the remaining provisions will remain in full force. Headings are for convenience only and do not affect interpretation.

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