Client Document NTT

CLIENT DOCUMENT NTT

This General Business Agreement ("Agreement") is made effective as of between:

RECITALS (WHEREAS)

WHEREAS, Client desires to engage Service Provider to perform certain professional services described in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel, and resources necessary to perform the services and will perform the services in a professional and workmanlike manner consistent with industry standards.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below for Client (the "Services"). Service Provider shall provide all labor, materials, equipment, supervision and management necessary to complete the Services in accordance with the terms of this Agreement.

2. PAYMENT TERMS

As compensation for the Services, Client shall pay Service Provider the amounts and pursuant to the schedule set forth below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

Client shall reimburse Service Provider for all reasonable and pre-approved out-of-pocket expenses incurred in connection with performance of the Services. Service Provider shall provide invoices and supporting documentation for such expenses upon request.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

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 cause 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. Termination shall not relieve Client of payment obligations for Services performed and expenses incurred through the date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether oral, written or electronic, 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.

The Receiving Party agrees to: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except as necessary to perform the Services and subject to written confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (ii) was known to the Receiving Party prior to disclosure as evidenced by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.

5. REPRESENTATIONS; WARRANTIES; INDEPENDENT CONTRACTOR

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

Service Provider is an independent contractor and not an employee, agent, joint venturer or partner of Client. Service Provider shall be solely responsible for payment of all compensation, taxes and benefits for its personnel and subcontractors.

6. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed received when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or such other address as either party may designate in writing.

7. 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 agree to attempt in good faith to resolve any dispute arising under or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any available remedies in the state or federal courts located in the specified governing jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits, attachments or statements of work incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor by merger or acquisition.

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