Business Utilization Discussion

BUSINESS UTILIZATION DISCUSSION

This Business Utilization Discussion Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

WHEREAS

WHEREAS, Party A (identified above) provides business operations, utilization analysis and consulting services and seeks to evaluate potential utilization of Party B's business processes, systems and assets; and

WHEREAS, Party B (identified above) desires to engage Party A to conduct a Business Utilization Discussion and related activities for the purpose of assessing, planning and recommending utilization strategies under the terms set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment terms, confidentiality obligations and other material terms governing their engagement during the Discussion period.

SCOPE OF WORK

Party A will perform the following services as part of the Business Utilization Discussion. The parties acknowledge that the activities described below may include interviews, review of documentation, analysis of operational data, preparatory research, and delivery of nonbinding recommendations.

PAYMENT TERMS

Invoices shall be rendered in accordance with the payment schedule. Payment is due within days of invoice receipt unless otherwise specified.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform its obligations under this Agreement. "Confidential Information" includes business plans, financial information, processes, trade secrets, customer lists, and any information clearly 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: (a) restrict disclosure of the Confidential Information to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations consistent with this Agreement; (b) use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not use Confidential Information for any purpose other than evaluating or performing the scope set forth in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than by a breach of this Agreement, (ii) was rightfully in the Receiving Party's possession prior to disclosure, (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (iv) is rightfully obtained from a third party without restriction.

Notwithstanding the foregoing, obligations with respect to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in the county of the prevailing party's principal place of business, unless the parties otherwise agree in writing.

MISCELLANEOUS

Entire Agreement: This Agreement, including the Scope of Work and Payment Terms, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

Amendment: This Agreement may be amended only in writing signed by authorized representatives of both parties.

Assignment: 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 to a successor in interest in connection with a merger, sale of substantially all assets or operation of law provided that the assignee assumes the assigning party's obligations under this Agreement.

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