Business RTP Document

BUSINESS RTP DOCUMENT

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services described herein and Service Provider represents that it has the expertise, personnel, and resources necessary to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality, and termination of the services to be provided under this Business RTP Document (the "Agreement");

WHEREAS, this Agreement shall be effective as of the Effective Date: , and governs all work described below.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The parties acknowledge that the description below constitutes the full scope of services to be provided unless modified by a written change order signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are exclusive of taxes, which shall be the responsibility of the party legally obligated to pay them.

Invoices are due within days of receipt. Past due amounts shall accrue interest at % per month (or the maximum rate permitted by law), together with any costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue in effect until the Completion Date: , 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 cause if the other party materially breaches any provision of this Agreement and fails to cure such 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 properly performed prior to the effective date of termination.

Confidentiality

"Confidential Information" means nonpublic 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. Receiving Party shall (i) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information for any purpose other than performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in any protective measures.

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. Exclusive venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that State, and each party consents to the personal jurisdiction of such courts.

Representations; Remedies; Entire Agreement

Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement, and that execution and performance will not violate any other agreement or law. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or intellectual property provisions and that injunctive relief shall be available in addition to other remedies. This Agreement, together with any 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, and communications, whether written or oral. No amendment to this Agreement is effective unless in writing and signed by an authorized representative of each party.

Additional Provisions

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of all or substantially all of its assets. Independent Contractor: Service Provider is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Notices: All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party may specify in writing.

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