Client Enrollment Agreement

CLIENT ENROLLMENT AGREEMENT

This Client Enrollment Agreement ("Agreement") is entered into as of (the "Effective Date") by and between:

RECITALS

WHEREAS, Client desires to enroll in and receive certain services described herein and to establish the commercial relationship and obligations between the parties; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to provide the services set forth in this Agreement to the standards reasonably expected in the industry; and

WHEREAS, the parties intend that the terms of engagement, payment, confidentiality and other provisions be set forth in this Agreement.

SCOPE OF WORK

Service Provider will perform the services and deliverables as described in the Scope of Work below. Service Provider shall perform the services in a professional manner consistent with industry standards and in accordance with any schedules set forth herein.

PAYMENT TERMS

Client shall pay Service Provider for the services rendered as follows. All fees are stated in U.S. dollars unless otherwise agreed in writing.

Unless otherwise specified, Client is responsible for all applicable taxes, duties and other governmental charges arising from the transactions contemplated by this Agreement. Payments not received within the invoiced period may accrue the agreed late payment fee and Service Provider may suspend performance after providing written notice and a reasonable opportunity to cure.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay for all services performed and costs incurred through the effective date of termination. Sections that by their nature survive termination (including confidentiality, indemnity and payment obligations) shall survive.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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. Confidential Information includes business plans, pricing, technical information, customer lists and other proprietary data.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is lawfully received from a third party without breach of obligations; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek protective relief.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state indicated below without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in the selected state for any dispute arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by an authorized representative of each party.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets provided the assignee assumes the assigning party’s obligations hereunder. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture or employment relationship.

NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the addresses set forth above (or to such other address as a party may designate by notice). Notices are effective upon receipt.

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