Miscellaneous Form 45

MISCELLANEOUS FORM 45 — GENERAL BUSINESS AGREEMENT

Parties

Recitals

WHEREAS, Client desires to obtain certain business services from Service Provider and Service Provider possesses the capability and expertise to perform such services in accordance with the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other material terms governing their relationship as described in this Miscellaneous Form 45 — General Business Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Scope of Work

Service Provider will perform the services described below. All work shall be performed in a professional and workmanlike manner consistent with industry standards.

2. Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in exchange for the services described in Section 1. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are due and payable within the period stated on the invoice. Unless otherwise agreed, late payments shall accrue interest as set forth below.

3. Term and Termination

This Agreement shall commence on the Start Date and shall continue 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 the breaching party fails to cure such breach within the notice period above following receipt of written notice specifying the breach. Termination shall not relieve either party of obligations that accrued prior to the effective date of termination, including payment for services rendered.

4. Confidentiality

"Confidential Information" means nonpublic, confidential or proprietary information disclosed by one party to the other 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, including but not limited to business plans, financial information, customer lists, and trade secrets.

Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations of confidentiality shall continue for years following disclosure, except for Confidential Information that constitutes a trade secret under applicable law, in which case protection continues for so long as it remains a trade secret.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or regulation, provided that the disclosing party is given prompt written notice and an opportunity to seek protective measures.

5. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without giving effect to conflict of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives of the parties prior to initiating formal dispute resolution.

6. Miscellaneous

Assignment: Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or transfer to an affiliate.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate by written notice. Notices are effective upon receipt.

7. Entire Agreement

This Agreement (including any exhibits and attachments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Signatures

By signing below, each party acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Agreement.

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