Confirmation Details Form

CONFIRMATION DETAILS FORM

This Confirmation Details Form (the "Form") is entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider"). The parties agree as follows:

WHEREAS

1. WHEREAS, Client desires to engage Service Provider to perform certain services described in this Form and Service Provider represents that it has the qualifications, experience and ability to perform such services in accordance with the terms set forth herein.

2. WHEREAS, the parties intend for this Form to confirm the scope, schedule, compensation, and other material terms of the relationship between Client and Service Provider with respect to the referenced engagement.

3. WHEREAS, the parties desire that the terms of this Form constitute a binding agreement between them upon execution by authorized representatives of each party.

PROJECT REFERENCE & CONTACTS

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. Service Provider shall perform services in a professional manner consistent with industry standards and in accordance with the schedule set forth in the payment schedule or as otherwise agreed in writing.

PAYMENT TERMS

Total Fee (exclusive of reimbursable expenses and taxes):

Invoicing and Due Date: Invoices will be submitted by Service Provider and are due Net days from invoice date. Payment shall be in the method specified below.

Late Payment Fee: Overdue amounts shall accrue interest at % per month (or the maximum lawful rate if lower).

Reimbursable Expenses: Client will reimburse reasonable pre-approved out-of-pocket expenses incurred by Service Provider in performing services subject to submission of receipts and documentation.

TERM AND TERMINATION

Contract Start Date:    Contract End Date (if any):

Either party may terminate this Form for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination for cause shall be permitted where a material breach is not cured within a commercially reasonable cure period following written notice.

CONFIDENTIALITY

Each party (a "Receiving Party") shall hold in strict confidence all non-public information of the other party (the "Disclosing Party") disclosed in connection with the services, including business, technical, financial and pricing information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available other than through breach of this obligation; (b) was rightfully in the Receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its 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 confidentiality obligations shall survive termination or expiration of this Form for a period of years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law. Each party acknowledges that monetary damages may be inadequate remedy for a breach and agrees that injunctive relief may be sought in addition to other remedies.

GOVERNING LAW; DISPUTE RESOLUTION

This Form shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt to resolve disputes promptly and in good faith. If a dispute cannot be resolved by the parties, it shall be resolved by the courts located in the county of the governing state selected above, and the parties consent to the exclusive jurisdiction and venue of such courts.

MISCELLANEOUS

Entire Agreement: This Form, including any exhibits or schedules expressly referenced and the written payment schedule when executed, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Form without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute, valid provision that most nearly effects the original intent.

Notices: All notices required or permitted under this Form shall be in writing and delivered to the addresses provided above or to such other address as a party may designate in writing. Notice is effective upon receipt.

Certification: Each party represents and warrants that the individual signing below is authorized to execute this Form on behalf of the party and to bind the party to the terms and conditions herein. Each party further certifies that any information provided in this Form is true and correct to the best of its knowledge.

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