Miscellaneous Aptos Page One

MISCELLANEOUS BUSINESS AGREEMENT — APTOS PAGE ONE

Parties and Effective Date

This Miscellaneous Business Agreement (the Agreement) is entered into as of between Client Name: ("Client") and Service Provider Name: ("Service Provider").

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services related to the Aptos initiative described herein, and Service Provider is willing and able to perform such services in accordance with the terms of this Agreement;

WHEREAS, the parties intend that the services provided by Service Provider will be delineated in the Scope of Work below and compensated pursuant to the Payment Terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their complete agreement regarding the relationship, obligations and remedies available to each party.

Scope of Work

Service Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work must be agreed in writing and signed by both parties.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Service Provider in accordance with the terms below. All amounts are payable in United States dollars unless otherwise agreed in writing.

Late payments shall incur interest at the lesser of (i) the maximum rate permitted by law or (ii) percent per month on the outstanding balance, calculated from the payment due date until paid in full. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment.

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

Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business operations, technology, financials, pricing, trade secrets, customer lists, strategic plans, or other proprietary information, whether disclosed orally, in writing, or electronically. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information only for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors with a need to know and who are bound by obligations of confidentiality at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law. Obligations under this section do not apply to information that is (i) already known to the receiving party at the time of disclosure as demonstrated by written records, (ii) becomes publicly available through no fault of the receiving party, or (iii) is independently developed without use of the disclosing party's Confidential Information.

Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a competent and professional manner in accordance with industry standards. Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

Governing Law and 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 agree to attempt to resolve disputes through good faith negotiations prior to initiating litigation. Nothing in this paragraph limits a party's right to seek injunctive relief in a court of competent jurisdiction.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments executed contemporaneously, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above, and shall be effective upon receipt.

Miscellaneous Provisions

Neither party shall assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, provided that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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