Peripheral Business Form

PERIPHERAL BUSINESS FORM

This Peripheral Business Form (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to procure certain peripheral goods and/or peripheral-related services described in this Agreement, and Provider has represented that it is qualified, experienced, and able to provide such goods and services in accordance with the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations and other material conditions governing the relationship between Client and Provider for the delivery of peripheral equipment, installation, configuration, maintenance, or other peripheral business support services; and

WHEREAS, the parties intend for this Agreement to constitute the entire agreement for the specific peripheral services described below and to supersede prior oral or written understandings with respect to such services.

SCOPE OF WORK

Provider shall perform and deliver the work and services described below (the "Services") and shall supply associated peripheral equipment, components, documentation and limited training as set forth.

PAYMENT TERMS

Client shall pay Provider for the Services as follows. Unless otherwise specified, all fees are payable in U.S. dollars and are exclusive of applicable taxes.

Invoices shall be submitted by Provider in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt unless a written dispute identifying specific disputed items is delivered to Provider prior to the due date.

Late payments shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by applicable law, calculated from the date the payment was due until paid in full. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Check ACH / Bank Transfer Credit Card Other:

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Client of obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party (the "Recipient") shall hold in strict confidence and shall not disclose to any third party any Confidential Information disclosed by the other party (the "Discloser"), except as necessary for performance of this Agreement. "Confidential Information" includes non-public technical, commercial, financial or business information, including specifications, designs, pricing, customer lists and proprietary processes, whether disclosed orally, visually or in writing. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of Discloser's Confidential Information.

Recipient agrees to use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. Recipient may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis provided such persons are bound by confidentiality obligations no less protective than those herein. Upon termination or upon Discloser's request, Recipient shall return or destroy Confidential Information and certify such return or destruction in writing within thirty (30) days.

GOVERNING LAW; 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. Any dispute arising out of or relating to this Agreement that the parties cannot resolve amicably shall be submitted to the state or federal courts located in the county in which the Client's principal place of business is located; the parties consent to exclusive jurisdiction and venue in such courts.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Provider is an independent contractor. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for special, incidental, consequential or punitive damages, and the aggregate liability of either party shall not exceed the amount actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assignor's obligations hereunder.

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