Updated Business Document

UPDATED BUSINESS DOCUMENT

This Updated Business Document (the Agreement) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client and Service Provider previously entered into a written agreement dated Prior Agreement Date: (the Prior Agreement), and the parties desire to amend and restate certain terms;

WHEREAS, the parties wish to set forth the updated scope of services, payment terms, confidentiality obligations, and other provisions governing their commercial relationship as reflected in this Agreement;

WHEREAS, the parties agree that this Agreement supersedes and replaces the Prior Agreement to the extent expressly stated herein, subject to the transition provisions contained below.

SCOPE OF WORK

Service Provider will perform the services described below in a professional and workmanlike manner in accordance with industry standards. Specific tasks, deliverables, milestones, and acceptance criteria are set forth in the Scope of Work field and are incorporated into this Agreement by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements as described below. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

If any undisputed payment is not paid within the time required under this Agreement, Client shall pay the Late Fee set forth above and reasonable costs of collection, including attorneys' fees and court costs, to the extent permitted by law. Acceptance of partial payments shall not constitute a waiver of the right to pursue full payment.

TERM AND TERMINATION

This Agreement commences 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 providing the other party with the Notice Period specified above. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice of the breach. Termination shall not relieve either party of any obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means 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.

The receiving party shall (a) use Confidential Information solely for performance under this Agreement, (b) restrict disclosure to its employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly known through no wrongful act, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or valid legal process provided that the receiving party gives prompt notice and cooperates in any lawful effort to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law provisions. Exclusive venue for any dispute arising under this Agreement shall be in the state or federal courts located in the jurisdiction selected above, to the extent allowed by law.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any exhibits or written amendments executed by both 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 representations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its 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, acquisition or sale of substantially all of its assets. Headings are for convenience only and do not affect interpretation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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