Miscellaneous Document for Terra Bird

MISCELLANEOUS BUSINESS AGREEMENT — TERRA BIRD

THIS MISCELLANEOUS BUSINESS AGREEMENT ("Agreement") is entered into as of (the "Effective Date") by and between:

RECITALS

WHEREAS, Terra Bird is engaged in the business of providing specialized consulting, development and/or supply services and possesses expertise and resources relevant to the work described herein; and

WHEREAS, Party B desires to engage Terra Bird to perform certain services and deliverables under the terms set forth in this Agreement, and Terra Bird agrees to provide such services on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Terra Bird shall perform the services and provide the deliverables described below. Deliverables shall meet the acceptance criteria agreed by the parties and shall be provided in accordance with any schedule set forth in this Agreement.

2. PAYMENT TERMS

In consideration for the services and deliverables, Party B shall pay Terra Bird in accordance with the following terms.

All fees are due within days of invoice unless otherwise specified. Party B shall reimburse Terra Bird for reasonable pre-approved expenses incurred in performance of the services.

3. TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate for material breach if the breaching party fails to cure the breach within the notice period specified above. The parties may terminate by mutual written agreement or immediately upon insolvency or appointment of a receiver.

Material breach by a party    Insolvency or bankruptcy    Mutual written consent

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without obligation of confidentiality; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and are subject to confidentiality obligations at least as protective as those herein. The obligations in this Section shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets.

5. INTELLECTUAL PROPERTY; DELIVERABLES

Unless otherwise agreed in writing, Terra Bird retains all right, title and interest in any pre-existing intellectual property and methodology. To the extent Terra Bird creates new work product specifically for Party B under this Agreement and Party B has paid all amounts due, Terra Bird will assign to Party B ownership of the final deliverables as set forth in the scope of work; however, Terra Bird shall retain the right to use general skills, know-how and non-confidential ideas. Any licensed third-party components will remain subject to their applicable license terms.

6. WARRANTIES, LIMITATION OF LIABILITY

Terra Bird warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND TER R A BIRD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF TER R A BIRD ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY PARTY B TO TER R A BIRD UNDER THIS AGREEMENT.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including the scope of work and any written attachments executed by the parties, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that Terra Bird may assign to an affiliate or in connection with a change of control. Notices shall be in writing and delivered to the addresses set forth above.

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