Proposed Business Program

PROPOSED BUSINESS PROGRAM

This Proposed Business Program Agreement ("Agreement") is entered into as of by and between the parties set forth below.

Parties

Recitals

WHEREAS, Program Provider is engaged in the development and delivery of business programs, training and related services and has prepared a proposed program to be delivered to Program Recipient under the terms set forth herein;

WHEREAS, Program Recipient desires to retain Program Provider to deliver the proposed business program described in this Agreement and to receive the deliverables set forth in the Scope of Work in consideration of the fees and payment terms set forth below; and

WHEREAS, the parties intend that the proposed program be governed by the terms and conditions of this Agreement and that the parties' respective rights, obligations and remedies be as described in this Agreement.

Scope of Work

Program Provider shall perform the services and deliver the materials described below. The parties agree that the Scope of Work sets forth the primary obligations of Program Provider; any material changes to scope shall be subject to a written change order signed by both parties.

Payment Terms

Program Recipient agrees to pay Program Provider the fees set forth below in exchange for the services described in the Scope of Work. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed invoices are due within days of invoice date. Late payments shall bear a late fee equal to per month (or the maximum lawful rate if lower), calculated from the invoice due date until paid in full.

Term and Termination

The initial term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Termination shall not relieve Program Recipient of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary or confidential information disclosed by one party ("Discloser") to the other party ("Recipient"), whether disclosed orally, visually or in writing, 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. Confidential Information includes, without limitation, business plans, pricing, trade secrets, technical data, product roadmaps, customer lists and proprietary processes.

Recipient shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of a similar nature but not less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by Recipient; (ii) is rightfully obtained by Recipient from a third party without restriction; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law or court order, provided Recipient gives Discloser prompt written notice and cooperates reasonably to limit disclosure.

The obligations of confidentiality shall continue for years following the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

The parties represent and warrant that they have full authority to enter into this Agreement, that the persons executing this Agreement on their behalf are authorized to do so, and that the obligations herein are binding and enforceable.

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