Business RPT Document

BUSINESS RPT DOCUMENT

This Business RPT Document (the "Agreement") is made as of by and between Client Name: with Address: and Service Provider Name: with Address: .

WHEREAS

WHEREAS, Client requires the Provider to perform research, planning and reporting tasks related to business review, performance evaluation and regulatory tracking as more particularly described in this Agreement; and

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to perform the services in a professional manner and will provide such services in accordance with the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Provider shall perform or deliver the following services and deliverables (the "Services"). Provider shall perform Services in accordance with the schedule and standards specified below and in a commercially reasonable manner.

PAYMENT TERMS

The Client shall pay Provider for all Services in accordance with the following terms.

All amounts payable under this Agreement are exclusive of taxes. Client shall pay all applicable taxes, other than taxes based on Provider's net income. Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within thirty (30) days of invoice receipt.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Either party may terminate for convenience upon the notice period specified above. Upon termination, Client shall pay Provider for Services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable obligations properly incurred by Provider.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform obligations under this Agreement. Confidential information does not include information that (a) is or becomes public other than by breach of this Agreement, (b) was rightfully in the Receiving Party's possession prior to disclosure, or (c) is rightfully obtained by the Receiving Party from a third party without restriction. The Receiving Party shall take reasonable measures to protect Confidential Information and shall limit disclosure to employees, contractors and advisers with a need to know and who are bound by confidentiality obligations no less protective than those herein.

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement and that the individual signing on its behalf is duly authorized to bind the party. Neither party shall be liable for failure or delay due to causes beyond its reasonable control. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

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