Business RTA Document

BUSINESS RTA DOCUMENT

Parties

This Business RTA Document (the Agreement) is entered into as of by and between (Client) and (Provider).

WHEREAS

WHEREAS, Client seeks to retain Provider to perform certain business, technical, operational and/or advisory services as described below;

WHEREAS, Provider represents that it has the expertise, personnel, and resources necessary to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform such services and Client will compensate Provider.

Scope of Work

Payment Terms

Client shall pay Provider the compensation set forth below in consideration for the timely and satisfactory performance of services. All payments are due in United States dollars and are exclusive of taxes unless otherwise stated.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, financial data, technical information, trade secrets, customer lists, and drafts of deliverables. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of this Agreement by Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with Disclosing Party to seek a protective order or other limitation on disclosure.

Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a bona fide need to know and who are bound by confidentiality obligations no less protective than those herein. Upon termination or upon Disclosing Party's written request, Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

By checking this box, the signing party acknowledges and agrees to the confidentiality obligations set forth in this Agreement.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) 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 its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising under or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless 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 designates by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight 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 remain in full force and effect. Headings in this Agreement are for convenience only and shall not affect interpretation. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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