Miscellaneous Duplicate Test

MISCELLANEOUS DUPLICATE TEST

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

RECITALS

WHEREAS, Client desires to retain Provider to perform certain miscellaneous evaluation, duplication and testing services described herein on the terms and conditions set forth in this Agreement;

WHEREAS, Provider represents that it has the skill, personnel and facilities necessary to perform such services and agrees to perform them in a professional manner consistent with industry practice;

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the services, payment, confidentiality and related matters.

1. SCOPE OF WORK

Provider shall perform the services described below (the "Services"). Provider will use commercially reasonable efforts and qualified personnel to perform the Services in accordance with accepted industry standards.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the Services. All amounts are in U.S. dollars and exclusive of any applicable taxes unless otherwise stated.

Total Fee: $   Payment Schedule: (summary)

Late Payment: If any undisputed amount due hereunder is not paid within days after the due date, Client shall pay interest on the overdue amount at the lesser of (a) % per month or (b) the maximum rate permitted by law.

3. TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate upon material breach by the other if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that is (i) publicly known through no fault of the receiving party; (ii) independently developed without use of the disclosing party's Confidential Information; or (iii) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates with the disclosing party to seek protective measures.

Is this Confidentiality mutual? Yes One-way

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

6. ENTIRE AGREEMENT

This Agreement (including all exhibits and attachments) constitutes the entire agreement between the parties with respect to 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.

7. MISCELLANEOUS

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

Notice: Any notice required or permitted hereunder shall be in writing and delivered to the address set forth below or such other address as either party may designate in writing.

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