Hologic Business Document

HOLOGIC BUSINESS AGREEMENT

This Hologic Business Agreement (the Agreement) is made as of Effective Date: by and between Company A: with principal place of business at , and Company B: with principal place of business at .

WHEREAS

WHEREAS, Company A is engaged in the design, development and commercialization of medical devices and related services and seeks to retain Company B to perform specialized business, technical, or support services described in this Agreement;

WHEREAS, Company B represents that it has the professional capability and experience to perform the services required and is willing to perform such services on the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the terms by which Company B will perform services for Company A and the compensation to be paid for such services.

SCOPE OF WORK

Company B shall perform the services and deliverables described below (the Services). All Services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As full and complete consideration for the Services, Company A shall pay Company B the Compensation specified below in accordance with the schedule and conditions set forth. All amounts are payable in United States dollars unless otherwise agreed in writing.

Invoices shall be submitted to Company A in writing and paid within days of receipt unless otherwise agreed. Overdue amounts shall accrue interest at a rate of per month (or the maximum rate permitted by law) and a late charge of for any invoice not paid within said period.

Unless expressly stated otherwise, Compensation does not include applicable taxes. Each party shall be responsible for its own taxes arising from this Agreement; payments by Company A shall be reduced to the extent required by law for withholding and similar obligations, provided Company A furnishes appropriate documentation for any withholding.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Company A of its obligation to pay for Services performed and accepted through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall maintain in confidence all Confidential Information disclosed by the other party (Discloser) and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient's possession prior to receipt from Discloser without obligation of confidentiality; (c) is rightfully received by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or upon Discloser's written request, Recipient shall return or destroy all Confidential Information and certify in writing that such materials have been returned or destroyed.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement shall lie in the state or federal courts located within that state.

MISCELLANEOUS

Independent Contractor. Company B is an independent contractor and nothing in this Agreement shall be construed to create an employment, partnership, agency, or joint venture relationship between the parties. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

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 this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Insurance and Indemnification. Each party shall maintain insurance customary for its business and shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from its gross negligence or willful misconduct in performing this Agreement, except to the extent caused by the other party's negligence or willful misconduct.

ENTIRE AGREEMENT

This Agreement, including all attachments and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment to this Agreement shall be effective unless 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 below by certified mail, overnight courier, or personal delivery, and shall be effective upon receipt.

The parties acknowledge that monetary damages may be inadequate to remedy a breach of Confidentiality or other injunctive rights, and each party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

The parties have executed this Agreement through their duly authorized representatives as of the dates indicated below.

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