Business Tie In Letter

BUSINESS TIE-IN LETTER

Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of supplying goods and/or services and has capacity and authority to perform the tie-in work described below; and

WHEREAS, Client desires Provider to perform the tie-in integration, connection, or incorporation of Provider's goods or services with Client's existing operations on the terms and conditions set forth in this letter; and

WHEREAS, the parties intend for this Business Tie-In Letter to constitute a binding agreement governing the scope, timing, compensation, confidentiality, and termination of the tie-in engagement.

Scope of Work

Provider will perform tie-in services as described below and in any attachments incorporated by reference. The work shall be performed in a professional manner consistent with industry standards and applicable law.

Payment Terms

Client shall pay Provider the total amount of $ for the services described above, payable as follows:

Invoices are due within days of invoice receipt. Late payments shall incur interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for all reasonable collection costs, including attorneys' fees, if payment is not made when due.

Term and Termination

This Letter Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Letter Agreement for convenience upon written notice delivered to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of ten (10) days following written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that, under the circumstances of disclosure, would reasonably be understood to be confidential. Each 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 not less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Letter Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; or (iii) is rightfully received by the receiving party from a third party without restriction. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify destruction if requested.

Governing Law

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Letter Agreement.

Entire Agreement

This Letter Agreement, including any exhibits or schedules expressly incorporated in writing, constitutes the entire agreement between the parties with respect to the tie-in services described herein and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. Any amendment to this Letter Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Each party represents and warrants that it has the full corporate or organizational power and authority to enter into and perform this Letter Agreement. Neither party shall assign its rights or delegate its obligations hereunder without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its assets or voting securities.

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