Business Topics Document

BUSINESS TOPICS AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Consultant to provide advisory services, recommendations and deliverables concerning business topics, strategy, operations and other matters as set forth in this Agreement; and

WHEREAS, Consultant possesses expertise, personnel and resources necessary to provide such services and is willing to provide services to Client pursuant to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Consultant shall perform the services and deliver the materials expressly described below. Deliverables shall conform to the specifications and timelines set forth and shall be subject to Client acceptance testing where applicable.

Payment Terms

Client shall pay Consultant compensation for services performed as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Consultant shall submit written invoices in accordance with the payment schedule. Unless otherwise agreed, invoices not paid within thirty (30) days of receipt shall incur the Late Payment Fee specified above, and Client shall also be responsible for reasonable collection costs, including attorneys' fees, related to overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date and continue through the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination. Termination for material breach shall be effective immediately upon written notice if the breach is not cured within days following written notice of such breach.

Upon termination for any reason, Client shall pay Consultant for all services performed and expenses reasonably incurred through the effective date of termination, together with any other amounts due under this Agreement.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. 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 by the receiving party from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall hold Confidential Information in strict confidence, shall use it solely to perform its obligations under this Agreement, and shall not disclose it to any third party except to employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. The obligations set forth in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

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

Representations; Warranties; Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Consultant represents that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Each party shall indemnify and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Entire Agreement; Amendments

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses below or such other addresses as the parties may designate by written notice.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement 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. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality provisions and that injunctive relief may be appropriate.

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