Commonwealth Business Agreement

COMMONWEALTH BUSINESS AGREEMENT

Effective Date:

RECITALS

WHEREAS, Party A is duly organized and authorized to perform the services and deliverables described in this Agreement and possesses experience, personnel, and technical capability to perform such services;

WHEREAS, Party B desires to retain Party A to perform certain services for the benefit of Party B on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their mutual rights and obligations in writing.

SCOPE OF WORK

Party A shall provide the services and deliverables described below. Party A shall perform the services in a professional and workmanlike manner in accordance with industry standards and the schedules set forth herein.

PAYMENT TERMS

Compensation: Party B shall pay Party A the total amount set forth below in consideration for the performance of the services and delivery of the deliverables.

Invoicing: Party A shall submit invoices in accordance with the payment schedule. Unless otherwise agreed, Party B shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due shall incur interest at the lesser of (i) % per month compounded monthly or (ii) the maximum rate permitted by applicable law. Party B shall also be responsible for reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice 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.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary, or confidential information disclosed by a party (the Disclosing Party) to the other party (the Receiving Party), whether disclosed orally, visually, in writing, or by inspection, that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential.

Obligations: The Receiving Party shall (i) protect Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own similar confidential information, but in no event less than reasonable care; (ii) use Confidential Information solely for performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no breach by the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party without confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall continue for from the date of disclosure, except that trade secrets and proprietary materials shall remain protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration conducted in the governing jurisdiction, unless the parties mutually agree in writing to pursue litigation.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement, without consent, to a successor in interest in connection with a merger, sale of substantially all assets, or change of control.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall endeavor to replace the invalid or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules referenced herein and any purchase orders or statements of work executed by the parties, 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.

Amendments: No amendment to this Agreement will be effective unless made 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 to the addresses set forth below or to such other address as a party may specify in writing in accordance with this section.

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