Business Resource Communications

BUSINESS RESOURCE COMMUNICATIONS

This Business Resource Communications Agreement (the Agreement) is entered into as of between:

WHEREAS

WHEREAS, Company requires certain business resources, communications, and advisory services in connection with its operations and strategic initiatives; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and capacity to provide the communications and resource services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, payment terms, confidentiality obligations, and other terms governing the provision of such services.

SCOPE OF WORK

Service Provider shall perform the communications and resource services described below. The parties acknowledge that the specific deliverables, milestones, and acceptance criteria shall be as set forth in this section and any attachments incorporated herein.

PAYMENT TERMS

In consideration for the services rendered, Company shall pay Service Provider in accordance with the following terms.

Unless otherwise agreed in writing, payments are due within days of invoice receipt. Company shall be responsible for any reasonable, documented expenses incurred by Service Provider that are pre-approved in writing.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless terminated earlier in accordance with this Agreement, shall continue until the End Date.

Start Date:     End Date:

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

CONFIDENTIALITY

"Confidential Information" means non-public business, technical and financial information disclosed by a party (Disclosing Party) to the other (Receiving Party) marked as confidential or that reasonably should be understood to be confidential. Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Receiving Party; (ii) was rightfully known to Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Upon termination or upon written request, Receiving Party shall return or destroy Disclosing Party's Confidential Information and provide a certification of such destruction if requested.

INTELLECTUAL PROPERTY; WORK PRODUCT

Unless otherwise agreed in writing, Service Provider retains ownership of its pre-existing intellectual property. Work product specifically created for Company under this Agreement and paid for in full shall be the property of Company upon payment, subject to any licenses granted to Service Provider. Each party grants the other a non-exclusive, non-transferable license to use pre-existing intellectual property solely to the extent necessary to exercise rights under this Agreement.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and aggregate liability shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

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.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

All 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. Notices shall be deemed given upon personal delivery, two business days after deposit with a nationally recognized courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the parties' original intent. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest of the entire business.

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