Business TAO Document

BUSINESS TAO DOCUMENT

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing technical assistance, advisory services and operational support and possesses specialized expertise and resources (collectively, the "Services"); and

WHEREAS, Party B desires to obtain Services from Party A and Party A is willing to provide such Services to Party B pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Business TAO Document to set forth the scope, compensation, confidentiality obligations and other material terms governing the provision of Services between the parties as of the Effective Date of this Agreement.

Effective Date

Effective Date:

Scope of Work

Party A will perform the Services described below on the terms set forth in this Agreement. The description must include deliverables, milestones, acceptance criteria and any personnel assigned.

Payment Terms

Compensation: Party B shall pay Party A the total amount set forth below in consideration for the Services and deliverables performed in accordance with the Scope of Work.

Invoices shall be issued in writing and are payable within days of receipt unless otherwise agreed in writing. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Late Payment: If any undisputed amount is not paid when due, interest shall accrue at a rate of % per month (or the maximum permitted by law, if lower). In addition, a late fee of may be assessed for each late invoice.

Term and Termination

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

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination shall not relieve Party B of its obligation to pay for all Services performed and reimbursable expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice describing the breach in reasonable detail.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the 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, technical data, software, pricing, customer information and trade secrets.

Obligations: The receiving party shall (a) hold Confidential Information in strict 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 use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisors who need such information to perform this Agreement and who are bound by confidentiality no less protective than this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by the receiving party; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is rightfully received from a third party without a duty of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations under this Confidentiality section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

Remedies: The parties acknowledge that monetary damages may be inadequate for breach of confidentiality and that the disclosing party may be entitled to injunctive or other equitable relief without posting bond or proving actual damages, in addition to any other remedies at law or in equity.

Governing Law and Dispute Resolution

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. The parties agree that any dispute arising out of or related to this Agreement shall be resolved by the state or federal courts located within the county in which the governing state seat of government is located, and each party consents to personal jurisdiction and venue therein.

Representations, Warranties & Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement.

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 either party may specify in writing, and shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Miscellaneous

Entire Agreement: This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the affected provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

Execution

The parties have executed this Business TAO Document by their duly authorized representatives as of the dates set forth below.

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