Business Summary Letter

BUSINESS SUMMARY LETTER

Parties

Recitals

WHEREAS, Client Name: seeks a written summary and formalization of business services and deliverables to be provided by Service Provider Name: ; and

WHEREAS, the parties wish to set forth the scope, payment terms, term and termination provisions, confidentiality obligations, and governing law applicable to the engagement as summarized in this Business Summary Letter (the "Letter"); and

WHEREAS, this Letter constitutes a binding agreement between the parties as of the Effective Date provided above and supersedes all prior oral or written summaries relating to the subject matter herein.

Business Summary

The Business Summary provides the key commercial objectives and context for the services to be provided. Parties acknowledge that the summary below identifies the primary objectives, deliverables and milestones to be relied upon in the Scope of Work.

Scope of Work

The Service Provider will perform the services and deliver the work products described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, acceptance criteria and delivery milestones are set forth in the field below. Any material change to the Scope of Work shall be made only by written amendment signed by both parties.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the services rendered. All fees are exclusive of applicable taxes unless otherwise stated.

All undisputed amounts not paid when due shall accrue interest at the rate stated above or, if no rate is specified, at one percent (1%) per month (12% per annum) compounded monthly, to the extent permitted by law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect past due amounts.

Term and Termination

This Letter shall commence on the Start Date and shall continue until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this Letter for convenience upon delivering the notice period specified above. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Each party shall keep confidential all nonpublic business, technical and financial information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential given its nature ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, is independently developed by the receiving party without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall use Confidential Information solely for the purpose of performing its obligations under this Letter and shall not disclose such information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Upon termination or at the disclosing party's request, the receiving party shall return or destroy Confidential Information and certify in writing the completion of such return or destruction.

Representations; Warranties; Liability

Each party represents that it has the full power and authority to enter into this Letter and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS LETTER, ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE UNDER THIS LETTER DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Notices

Governing Law; Dispute Resolution

This Letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to first attempt in good faith to resolve any dispute arising out of or relating to this Letter through negotiation between senior executives. If negotiations fail, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules applicable in the chosen jurisdiction, unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

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

Miscellaneous

If any provision of this Letter is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties are independent contractors and nothing in this Letter creates a partnership, joint venture or employment relationship.

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