Business Servlet Document

BUSINESS SERVLET DOCUMENT

This Business Servlet Document (the Agreement) is entered into as of by and between Client Name: (hereinafter "Client") and Service Provider Name: (hereinafter "Provider"). Client and Provider may be referred to individually as a Party and collectively as the Parties.

WHEREAS

WHEREAS, Client desires to retain Provider to perform certain business servlet development, integration, maintenance and related services as described herein; and

WHEREAS, Provider represents that it has the experience, personnel, and technical capability to provide the services described in this Agreement and is willing to provide such services under the terms and conditions set forth below; and

WHEREAS, the Parties intend that the services be delivered on a professional, timely basis and that compensation be provided in accordance with the Payment Terms below.

SCOPE OF WORK

Provider shall perform the services and deliverables described in detail below (the Services). Provider shall use commercially reasonable efforts to perform the Services in accordance with accepted industry practices and the delivery schedule mutually agreed by the Parties.

PAYMENT TERMS

As consideration for the Services, Client shall pay Provider the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes and are payable in United States Dollars unless otherwise agreed in writing.

Provider shall submit invoices to Client in accordance with the Payment Schedule. Unless otherwise stated on the invoice, Client shall pay undisputed amounts within days of receipt of such invoice.

Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for all reasonable collection costs and attorney fees incurred by Provider to collect overdue amounts. Late fee rate:

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party 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.

Upon termination, Client shall pay Provider for all Services performed and reasonable, non-cancellable obligations incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification, Payment of accrued amounts, and Governing Law shall survive termination.

CONFIDENTIALITY

"Confidential Information" means any non-public business, technical or financial information disclosed by one Party to the other, whether disclosed orally, visually or in writing. The receiving Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes public without breach of this Agreement by the receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations in this section shall continue for a period of three (3) years from the date of disclosure, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

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. Each Party submits to the exclusive jurisdiction of the state and federal courts located in that State for the resolution of disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral, relating to the subject matter of this Agreement. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all its assets.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from losses, damages, liabilities, and expenses arising from the indemnifying Party's breach of this Agreement or its willful misconduct or negligence, subject to any limitations on liability set forth below.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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