Miscellaneous Specific ODI Document

MISCELLANEOUS SPECIFIC ODI DOCUMENT

This General Business Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Effective Date: . Company and Provider are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company is engaged in the business of developing and managing operational data initiatives and requires certain services in connection with oversight, documentation and implementation of ODI-related activities; and

WHEREAS, Provider has the experience, expertise and resources necessary to perform the services described in this Agreement and desires to perform such services for Company on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described above in a timely and professional manner in accordance with industry standards. Provider will furnish all labor, materials, equipment and supervision necessary to complete the services unless otherwise specified in writing.

PAYMENT TERMS

All invoices shall be submitted in writing and are payable in accordance with the Payment Schedule. Unless otherwise agreed in writing, payments not received within thirty (30) days of the invoice date shall accrue the Late Payment Fee specified above. Company may withhold payment for work not performed in accordance with this Agreement until such work is corrected.

TERM AND TERMINATION

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

Termination for Convenience: Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

Termination for Cause: Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

Upon termination, Provider shall deliver all work in progress and Company shall pay for all services performed and expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one Party to the other, whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, business plans, technical data, operational procedures, customer information, and trade secrets.

Non-Disclosure Obligations: The receiving Party shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (ii) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to receipt from the disclosing Party; (c) is lawfully obtained from a third party without restriction; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for the period specified above and for any additional period required under applicable law for trade secret protection.

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 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. If the dispute is not resolved by negotiation within thirty (30) days, either Party may pursue any available remedies in a court of competent jurisdiction located in the governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided that either Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship between the Parties.

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