Miscellaneous Form 10F

MISCELLANEOUS FORM 10F — GENERAL BUSINESS AGREEMENT

Parties

Recitals

WHEREAS, Client Name: desires to obtain certain services from Contractor Name: ; and

WHEREAS, Contractor represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement and is willing to provide such services to Client in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth their agreement regarding the scope of work, compensation and related terms, effective as of Effective Date: .

Scope of Work

Contractor shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones and acceptance criteria are as follows:

Payment Terms

As full compensation for the services and deliverables, Client shall pay Contractor in accordance with the terms below.

Client shall reimburse Contractor for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services, provided Contractor submits receipts or other documentation reasonably requested by Client.

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 written notice to the other party delivered at least Notice Period (days): days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and reasonable expenses incurred through the effective date of termination. Contractor shall deliver to Client any work product completed up to the effective date of termination and shall cooperate to effect an orderly transition.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other 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.

Obligations: Each receiving party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, with any lawful effort to limit the disclosure.

Survival: The confidentiality obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

Representations; Independent Contractor

Each party represents that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder. Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory obligations arising from its performance.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. Except for liability resulting from wilful misconduct or the parties' indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages.

Notices

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the Parties section by personal delivery, certified mail (return receipt requested) or nationally recognized courier, or by email to the parties' designated representatives where receipt is acknowledged.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of State: without regard to its conflicts of law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of or related to this Agreement.

Entire Agreement: This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter and supersedes all prior oral or written agreements, understandings, negotiations and discussions. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a corporate merger, sale of substantially all assets or similar transaction without Contractor's consent.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the intent of the original provision.

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