Business Term of Agreement

BUSINESS TERM OF AGREEMENT

This Business Term of Agreement (the Agreement) is made and entered into as of the Effective Date by and between the parties identified below. The parties agree as follows.

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing professional services, including but not limited to consulting, development, and advisory services, and possesses the skill, experience, and personnel necessary to perform the services described in this Agreement;

WHEREAS, Client desires to retain Service Provider to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the business term, payment structure, confidentiality obligations, and other material terms governing the relationship between the parties.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties may attach additional statements of work or schedules as appendices executed by both parties, which, when executed, will be deemed part of this Agreement.

Payment Terms

In consideration for the services, Client shall pay Service Provider the fees and expenses set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices are due and payable within days of receipt unless otherwise specified in an attached schedule.

Late payments shall accrue interest at the lesser of (i) a rate of per month or (ii) the maximum rate permitted by applicable law. In addition to interest, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice specifying the nature of the breach. Either party may also terminate for insolvency, assignment for the benefit of creditors, or appointment of a receiver.

For termination without cause, the terminating party shall provide no less than days' prior written notice. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancellable obligations incurred in connection with performance.

Confidentiality

Each party (the Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as expressly permitted by this Agreement. "Confidential Information" means non-public information disclosed in any form 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.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or order of a court or governmental authority, provided that the Receiving Party provides prompt notice to the Disclosing Party to permit a protective order or other remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy (at the Disclosing Party's election) all Confidential Information. The confidentiality obligations set forth in this section shall survive termination or expiration of this Agreement for a period of years.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth for each party above or to such other address as either party may designate by written notice. Notices shall be deemed given when delivered in person, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, certified mail, return receipt requested.

Indemnification; Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct in connection with performance under this Agreement. Except for claims arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability for any claim under this Agreement shall exceed the fees paid or payable to Service Provider under this Agreement during the six (6) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as selected by the parties in writing.

Entire Agreement; Amendments

This Agreement, together with any executed statements of work and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each party.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

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