Business Routing Agreement

BUSINESS ROUTING AGREEMENT

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

Parties

Recitals

WHEREAS, Routing Party is engaged in the business of generating, qualifying and routing prospective customers, leads, orders, and other business opportunities (collectively, "Routed Business");

WHEREAS, Receiving Party desires that Routing Party route certain Routed Business to Receiving Party subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing such routing activity.

Scope of Work

Routing Party will identify, qualify and route Routed Business to Receiving Party consistent with the following description of services and standards:

Payment Terms

Receiving Party shall pay Routing Party the compensation set forth below in exchange for Routed Business accepted by Receiving Party in accordance with this Agreement.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the lesser of (i) per month, or (ii) as a late fee. The parties agree that such late fee is a reasonable estimate of the actual damages caused by late payment.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: A material breach not cured within thirty (30) days after written notice shall permit the non-breaching party to terminate immediately. Termination shall not relieve Receiving Party of its obligation to pay for Routed Business delivered prior to the effective date of termination.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes, without limitation, customer lists, pricing, lead details, business processes and any non-public material. Each party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar confidential information; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations survive termination for a period of three (3) years, or longer as required by applicable law for trade secrets.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Routing Party represents that it will route Routed Business using commercially reasonable efforts and in compliance with applicable laws and the parties' agreed qualification criteria.

Indemnity: Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement.

Limitation of Liability: Except for liability arising from willful misconduct, a party's indemnification obligations or infringement claims, neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable by Receiving Party to Routing Party under this Agreement during the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Exclusive venue for any dispute shall be the state or federal courts located within that State.

Entire Agreement; Amendments

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

Miscellaneous

Notices hereunder shall be in writing and delivered to the addresses set forth above, or to such other address as a party designates by written notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall be effective unless in writing signed by the waiving party.

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date first written above.

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