Business Terms Page

BUSINESS TERMS PAGE

This Business Terms Page (the Terms) is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Service Provider to perform the services described herein, and Service Provider has represented that it has the skill, experience and resources necessary to perform such services in a professional manner consistent with industry standards.

WHEREAS, the parties intend that these Terms set forth the principal commercial terms and conditions governing the relationship between the parties, including scope of work, payment, term and confidentiality obligations.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Service Provider for services rendered as follows. Total Contract Amount: $ .

Invoices are payable within days of invoice receipt. Late payments shall incur interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law, plus a late fee of $ .

All amounts payable under these Terms are exclusive of taxes unless otherwise required by law. Client is responsible for any sales, use or similar taxes imposed on payments for services.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate these Terms for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following written notice specifying the breach.

Upon termination, Service Provider shall deliver all Work in Progress and Client shall pay for all services performed and expenses incurred through the effective date of termination, together with any other amounts due under any outstanding obligations.

CONFIDENTIALITY

For purposes of these Terms, "Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek a protective order.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information only for the purpose of performing its obligations under these Terms; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

The confidentiality obligations contained in this section shall survive termination of these Terms for a period of years, except with respect to trade secrets for which the obligations shall continue for as long as such information remains a trade secret under applicable law.

GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of , without giving effect to principles of conflicts of law that would require the application of the laws of another jurisdiction.

ENTIRE AGREEMENT

These Terms, together with any exhibits or attachments expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver of any provision of these Terms shall be effective unless in a writing signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its duties under these Terms without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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