Business Terms of Engagement

BUSINESS TERMS OF ENGAGEMENT

This Business Terms of Engagement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Provider to perform certain professional services described herein, and Provider represents that it has the experience, personnel and resources necessary to perform such services in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide services to Client including scope, payment, confidentiality and related matters;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $ payable in accordance with the schedule below. All amounts are exclusive of applicable taxes unless otherwise stated.

Invoicing: Provider shall submit invoices to Client at the intervals set forth above. Payment is due within days of invoice receipt. Late payments shall incur interest at: compounded monthly or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon prior written notice of days to the other party. Upon termination for convenience, Provider shall be paid for all work performed and reasonable, documented costs incurred through 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 thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by either party to the other 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.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

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

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality, or infringement of third party intellectual property rights, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid to Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under or relating to this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. No amendment or modification shall be binding unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses set forth below.

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