Business SHED Document

BUSINESS SHED AGREEMENT

This Business SHED Agreement ("Agreement") is made effective as of by and between:

WHEREAS

WHEREAS, Business requires certain consulting, installation, operation, maintenance and related services in connection with the Business SHED program and desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, personnel, equipment and expertise necessary to perform the services described in this Agreement and is willing to perform such services in accordance with the terms, conditions, and specifications set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and other matters arising from this engagement.

SCOPE OF WORK

Service Provider shall perform the services, tasks and deliverables described below (the "Services"). The Services shall conform to the schedule, specifications and performance standards set forth in this Agreement and any exhibits attached hereto.

PAYMENT TERMS

Business shall pay Service Provider the fees set forth below in consideration for the full and satisfactory performance of the Services. All fees are payable in United States dollars unless otherwise agreed in writing.

Services shall be invoiced and paid as follows:

- Initial Deposit (upon execution):

- Remaining Balance: payable per invoice according to the following schedule:

Monthly Upon completion of milestones Upon final acceptance

Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late payment also entitles Service Provider to suspend Services after ten (10) days' written notice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the notice required above. Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice. Termination does not relieve either party of obligations incurred prior to termination, including payment for Services performed and costs reasonably incurred to wind down.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information excludes information that (a) is or becomes generally known to the public through no fault of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is rightfully received from a third party without breach; or (d) is independently developed without use of Confidential Information.

The receiving party shall 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, and shall not disclose Confidential Information to any third party except as necessary to perform the Services and under obligations of confidentiality no less protective than those in this Agreement. Upon termination or written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by law or reasonable recordkeeping policies.

INDEMNIFICATION AND INSURANCE

Service Provider shall indemnify, defend and hold harmless Business and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and reasonable expenses (including attorneys' fees) resulting from the negligent acts or willful misconduct of Service Provider in connection with the performance of the Services. Each party shall maintain commercially reasonable insurance coverage appropriate to its obligations under this Agreement and shall provide proof of insurance upon request.

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. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for all disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

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

MISCELLANEOUS PROVISIONS

Relationship of the Parties: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Business may assign to an affiliate or successor that assumes Business's obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver: The failure of a party to enforce any right shall not constitute a waiver of that right.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party may designate by written notice. Notices are effective upon receipt.

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