Meeting Follow-Up Document

MEETING FOLLOW-UP AGREEMENT

This Meeting Follow-Up Agreement (the "Agreement") is entered into by and between:

Client Name:     Provider Name:

RECITALS

WHEREAS, the parties met on to review project objectives, deliverables and timelines; and

WHEREAS, the parties desire to record the agreed scope of work, action items, payment terms, confidentiality obligations and the mechanism for performance and termination; and

WHEREAS, the parties intend this Agreement to govern the follow-up work arising from the meeting and to define the obligations of each party with respect to such work.

MEETING DETAILS

SCOPE OF WORK / ACTION ITEMS

The Provider shall perform the following work and tasks as agreed during the meeting. Each action item shall identify the responsible party and the due date. Time is of the essence with respect to performance of the deliverables set forth below.

1) Action Item:    Owner:    Due Date:

2) Action Item:    Owner:    Due Date:

3) Action Item:    Owner:    Due Date:

PAYMENT TERMS

In consideration for the Provider's performance of the Scope of Work, the Client shall pay the Provider as set forth below.

All invoices are payable within the period specified in the Payment Schedule. Unpaid amounts shall accrue interest at the rate set forth above or, if none is specified, at the maximum rate permitted by law. The Client shall also be responsible for reasonable collection costs, including attorneys' fees, for late or delinquent payments.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination shall not relieve the Client of its obligation to pay for work performed and expenses incurred prior to termination, subject to any agreed offsets for defective performance.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The receiving party shall (a) use Confidential Information only for performance of this Agreement, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information except to those employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that is (i) publicly known through no wrongful act of the receiving party, (ii) rightfully received without obligation of confidentiality from a third party, or (iii) independently developed without use of the disclosing party's Confidential Information.

Return or Destruction: Upon written request or termination of this Agreement, the receiving party shall return or destroy Confidential Information and certify such return or destruction to the disclosing party, except to the extent retention is required by applicable law or internal document retention policies for which the receiving party will maintain confidentiality.

Remedies: The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages may be inadequate; accordingly, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, unless otherwise stated herein.

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 conflicts of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, the parties may pursue any available remedies in state or federal court located in the county of the governing law state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any attachments or executed statements of work, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach.

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

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