Medical product design contract services agreement

The following is what a typical medical product design outsourcing contract agreement being presented by a contract manufacturer offering medical product design and manufacturing services. While it is not comprehensive, it does provider medical OEM executives a general idea of what they might expect when engaging a contract manufacturer. In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following: 1. Definitions For the purpose of this Agreement, (a) "Confidential Information" shall

(1) be disclosed in tangible form and marked by the Disclosing Party as "Confidential," "Proprietary" or other appropriate legend indicating the confidential nature of the information or (ii) be disclosed orally and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked as "confidential" or "proprietary", and delivered to by the Receiving Party within thirty days after first disclosure;

(2) include (a) information disclosed by either party regarding pricing, customers and prospective customers (including lists of customers and prospective customers), vendors and vendor lists, know-how, designs (including but not limited to designs of enclosures, cable assemblies and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, methods of operation, engineering methods and processes (include any information which may be obtained by a party by reverse engineering, decompiling or examining any software or hardware provided by the other party under this Agreement), programs and databases, patents and designs, billing rates, billing procedures or any other business information relating to the Disclosing Party and its subsidiaries and affiliates ("Affiliates"), whether constituting a trade secret, proprietary information or otherwise, which has value to the Disclosing Party or its Affiliates and is treated by the Disclosing Party or its Affiliates as being confidential; (b) the Deliverables (c) information disclosed by CONTRACT MANUFACTURER regarding the manufacturing process or the design of printed circuit boards, enclosures, backplanes, or cable assemblies.

Notwithstanding the foregoing, Confidential Information shall not include information that (i) is known to the other party prior to receipt from the disclosing party hereunder, which knowledge shall be evidenced by written records, (ii) is or becomes in the public domain through no breach of this Agreement, or (iii) is received from a third party without breach of any obligation of confidentiality. In addition, Confidential Information shall not include any information provided by CUSTOMER to CONTRACT MANUFACTURER regarding the manufacturing process.

(b) "Person" shall mean and include any individual, partner¬ship, association, corporation, trust, unincor¬porated organization, limited liability company or any other business entity or enterprise. (c) "Representative" shall mean a party's employees, agents, or representatives, including, without limitation, financial advisors, lawyers, accountants, experts, independent contractors and consultants. (d) "Deliverables" shall mean the deliverable items to be delivered by CONTRACT MANUFACTURER to CUSTOMER in connection with work being performed under this Agreement, including (i) the PCB layout database, custom library components/symbols, fabrication and assembly drawings, software (both source code and binary code), manufacturing files (Gerber files, drill files, assembly pick and place files), (ii) all reports/recommendations on RFI/EMI, DFM/DFX, technology selection, signal integrity and routability analysis to the extent such reports/recommendations are layout unique, and (iii) any other items that parties expressly agree are Deliverables. Deliverables does not include job notebooks or aspects of the above-described reports/recommendations which are not layout unique. (e) "Intellectual Property Rights" shall mean all intellectual property rights worldwide arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired, including all (i) patent rights; (ii) rights associated with works of authorship including copyrights and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; and (iv) any right analogous to those set forth herein and any other proprietary rights relating to intangible property; but specifically excluding trademarks, service marks, trade dress, trade names, and design patent rights. 2. Scope of Work (a) CUSTOMER hereby retains CONTRACT MANUFACTURER and CONTRACT MANUFACTURER hereby agrees to provide CUSTOMER with (i) design services performed by one or more employees of CONTRACT MANUFACTURER pertaining to the Software and Hardware design of as more fully detailed in the Scope of Work attached hereto as Exhibit A and (ii) the Deliverables set forth in the Scope of Work (collectively "Services"). (b) CONTRACT MANUFACTURER will not unreasonably withhold its agreement to any modifications to the Scope of Work requested by CUSTOMER in writing. If the modification materially increases or decreases the cost or time of CONTRACT MANUFACTURER's performance the parties will negotiate an appropriate adjustment to their obligations under this Agreement. (c) The Services shall be performed for a period of __________________ commencing on ___________ and ending on ____________. CUSTOMER shall have the option to extend this Agreement for an additional term of ________ , provided, however, that such option shall be subject to the parties' agreement on an increase, if any, in Compensation (as defined in Section 3), and CUSTOMER's agreement to any amendments to this Agreement proposed by CONTRACT MANUFACTURER to bring this Agreement into conformity with the then current form of CONTRACT MANUFACTURER's Design Services Agreement. CUSTOMER shall notify CONTRACT MANUFACTURER of its decision to seek an extension of this Agreement at least fifteen (15) days before the end of the initial term. (d) During the term of this Agreement, Deliverables will be delivered by CONTRACT MANUFACTURER to CUSTOMER F.O.B. the facility designated by CUSTOMER. CONTRACT MANUFACTURER assumes all risk of loss or damage until delivery of the Deliverables to CUSTOMER. (e) All work hereunder shall be performed at CONTRACT MANUFACTURER designated facilities. 3. Invoicing and Payment of Fees and Expenses (a) For the Services and Deliverables provided by CONTRACT MANUFACTURER, Client agrees to pay CONTRACT MANUFACTURER the fees and royalties (if any) set forth in the Payment Schedule of the Statement(s) of Work or other attachments hereto. CUSTOMER also shall reimburse CONTRACT MANUFACTURER for actual, reasonable travel and out-of-pocket expenses incurred, as set forth in the Scope(s) of Work, for any Services that must be performed away from CONTRACT MANUFACTURER facilities. (b) In order to provide additional incentive to CONTRACT MANUFACTURER in performance of the Services, the Scope of Work and any supplements thereto may provide for certain milestone events, achievement of which will trigger the obligation by CUSTOMER to pay the applicable milestone Payment as listed in the Payment Schedule. Upon achievement of the Milestone, CONTRACT MANUFACTURER will provide to CUSTOMER a statement showing achievement of the milestone and an invoice for the amount of the applicable Milestone Payment in accordance with the Scope of Work. (c) If achievement of any particular milestone is dependent upon performance or completion of tasks within the control of the CUSTOMER or by a third party outside CONTRACT MANUFACTURER's control, the projected dates for accomplishing such milestones will be approximately adjusted to reflect any changes in such tasks or the Project Schedule as set forth in the Statement(s) of Work. (d) The amounts payable to CONTRACT MANUFACTURER pursuant to this Agreement are exclusive of any sales or use or other taxes or governmental charges. CUSTOMER shall be responsible for payment of all such taxes or charges, except for any taxes based solely on CONTRACT MANUFACTURER's net income. (e) CONTRACT MANUFACTURER shall invoice CUSTOMER for fees and expenses due hereunder. All invoices shall be due and payable when invoiced, and shall be deemed overdue if they remain unpaid thirty (30) days after they become payable. Overdue amounts shall accrue interest at the rate of one and one-half (11/2) percent per month, or at the highest legal interest rate, if less. If CUSTOMER's procedures require that an invoice be submitted against a purchase order before payment can be made, CUSTOMER will be responsible for issuing such purchase order thirty (30) days before the payment due date. 4.Nondisclosure and Trade Secrets (a) Nondisclosure Covenants

(i) In connection with this Agreement, each party (the "Disclosing Party") may furnish to the other party (the "Receiving Party") or its Representatives certain Confidential Information. For a period of three (3) years from the date of this Agreement, the Receiving Party (a) shall maintain as confidential all Confidential Information heretofore or hereafter disclosed to it by the Disclosing Party, (b) shall not, directly or indirectly, disclose any such Confidential Information to any Person other than those Representatives of the Receiving Party whose duties justify the need to know such Confidential Information and then only after each Representative has agreed to be bound by this Confidentiality Agreement and clearly understands his or her obligation to protect the confidentiality of such Confidential Information and to restrict the use of such Confidential Information and (c) shall treat such Confidential Information with the same degree of care as it treats its own Confidential Information (but in no case with less than a reasonable degree of care).

(ii) The disclosure of any Confidential Information is solely for the purpose of enabling each party to perform under this Agreement, and the Receiving Party shall not use any Confidential Information disclosed by the Disclosing Party for any other purpose.

(iii) Except as otherwise set forth in this Agreement, all Confidential Information supplied by the Disclosing Party shall remain the property of the Disclosing Party, and will be promptly returned by the Receiving Party upon receipt of written request therefore.

(iv) If the Receiving Party or its Representative is requested or become legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party with prompt written notice. If a protective order or other remedy is not obtained, then only that part of the Confidential Information that is legally required to be furnished will be furnished, and reasonable efforts will be made to obtain reliable assurances of confidentiality

(b) Non-Solicitation of Employees. During the term of this Agreement and for a period of twelve (12) months thereafter, neither party shall directly or indirectly solicit or recruit (or attempt to solicit or recruit) any of the other party's employee or encourage or persuade any such to terminate his or her employment with his or her employer for any reason. (c) Injunctive Relief Authorized. Any material breach of this Section by a party or its Representatives may cause irreparable injury and the non-breaching party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach. The above will not be construed to limit the remedies available to a party. In addition, the prevailing party will be entitled to be reimbursed for all of its reasonable attorneys' fees and expenses at all levels of proceedings and for investigations, from the non-prevailing party. 5. Intellectual Property Rights And Business Tools (a) Notwithstanding anything to the contrary, CONTRACT MANUFACTURER shall continue to own all right, title, and interest in and to all intellectual property developed by CONTRACT MANUFACTURER prior to the Effective Date. Notwithstanding anything to the contrary herein, CUSTOMER shall continue to own all right, title, and interest in and to all intellectual property solely developed by CUSTOMER prior to the Effective Date of this Agreement. (b) Any intellectual property created from the Effective Date until termination thereof and created jointly or solely by CONTRACT MANUFACTURER employees while functioning as consultants for CUSTOMER under this Agreement (the "New IP") shall be subject to ownership assignment as provided in this Subsection 5(b). Any New IP that is directly related to (i) printed circuit board (PCB) CAD tools, design methodology, manufacture, or services, (ii) cable assembly, design methodology, manufacture, CAD or services, (iii) printed circuit board assembly, CAD tools, design methodology, manufacture or services, and (iv) back plane assembly, design methodology, CAD, or manufacturing (hereafter collectively referred to as "Manufacturing IP") shall be solely owned by CONTRACT MANUFACTURER. CUSTOMER shall have a nonexclusive, nontransferable, royalty-free, world-wide, fully-paid-up, irrevocable, perpetual license (without the right to sublicense except as provided in the following sentence) to use the Manufacturing IP provided that the Manufacturing IP is embodied within a "Deliverable" provided to CUSTOMER under the Agreement. CUSTOMER shall have the right to sublicense the Manufacturing IP to one manufacturer (the "Sublicensee") at a time for the sole purpose of having its product manufactured by the Sublicensee. Notwithstanding the foregoing, no license or any other right is granted to CUSTOMER or any Sublicensee in any know-how or process information contained within the Manufacturing IP. Any New IP that is directly related to and unique to the Product [shall be solely owned by CUSTOMER. Any New IP that overlaps into both Manufacturing IP and Product-unique IP shall be equitably reviewed and assigned between CONTRACT MANUFACTURER and CUSTOMER in good faith and mutual cooperation between the parties. The parties agree to promptly take any action or execute any document necessary to ensure New IP is protected and properly assigned per this Section. (c) The parties acknowledge that neither party shall have any liability for anything related to the other party's New IP. The parties specifically acknowledge that CONTRACT MANUFACTURER is not being engaged to assist CUSTOMER in developing any Product IP and shall have no liability whatsoever for any act or omission relating to the Product IP; rather, CONTRACT MANUFACTURER is being engaged solely to perform the Services set forth in the Scope of Work. In addition, the parties specifically acknowledge that CUSTOMER is not being engaged to assist CONTRACT MANUFACTURER in developing any Manufacturing IP and that CUSTOMER shall have no liability whatsoever for any act or omission relating to that field. (d) Except as specifically provided above, no license or other rights are hereby granted or implied in respect of any patent, trademark, copyright, mask work, know-how, trade secret, or other intellectual property rights of either party hereto or any third party, including but not limited to any design or business tools (e.g., computers, design software, and other software) belonging to CONTRACT MANUFACTURER. 6. Warranty and Indemnification (a) CONTRACT MANUFACTURER represents and warrants that: (i) the services and design work under this Agreement (1) will be performed by qualified employees, (2) will be of a quality conforming to industry standards, and (3) will conform to the applicable CUSTOMER's specifications and/or standards provided to CONTRACT MANUFACTURER and will conform to the terms of CUSTOMER's purchase order or the mutually agreed upon work request; and (ii) the Deliverables (1) do not contain any virus, worm or other harmful code, and (2) are original and do not knowingly infringe or misappropriate any intellectual property rights of any third party, provided that to the extent the Deliverables are controlled by CUSTOMER's specifications and/or standards or the terms of CUSTOMER's purchase order or Scope of Work, CONTRACT MANUFACTURER does not warrant non-infringement or absence of viruses. (b) If any claim of infringement or misappropriation of patents, trademarks, copyrights or mask work of any third party is made during the period commencing on the delivery date of the Deliverables and ending on the first anniversary of the delivery date of the Deliverables (the "Warranty Period") by any third party against CUSTOMER with respect to the Deliverable, except those relating to aspects of the Deliverable controlled by CUSTOMER's specifications and/or standards or the terms of CUSTOMER's purchase order or Scope of Work, CUSTOMER will promptly notify CONTRACT MANUFACTURER, and CONTRACT MANUFACTURER will defend, indemnify and hold CUSTOMER harmless against any and all damages, losses, liabilities and expenses, including reasonable attorneys' fees and costs of litigation, arising out of or resulting therefrom, whether or not the claim ultimately is successful. In the event third party claims of infringement or misappropriation cover the CUSTOMER-controlled aspects of the Deliverables, CUSTOMER shall defend, indemnify and hold CONTRACT MANUFACTURER harmless to the extent provided in the preceding sentence. In the event third party claims of infringement or misappropriation cover both CUSTOMER controlled aspects of the Deliverables and also CONTRACT MANUFACTURER responsible aspects, then the parties will mutually share defense costs, and any damages awarded will be paid by the party responsible for the portion of the Deliverables determined to be infringing or misappropriated. The obligation of the each party to defend and indemnify the other party hereunder shall be conditioned on such party (the "Indemnified Party") providing the other party (the "Indemnifying Party") with (i) prompt notice of a claim, (ii) reasonable cooperation to defend the claim at CONTRACT MANUFACTURER's expense, and (iii) the right to control the defense and settlement of the claim. The Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval. (c) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACT MANUFACTURER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. (d) CUSTOMER represents and warrants that: (i) CUSTOMER will provide only accurate and truthful information to CONTRACT MANUFACTURER; (ii) CUSTOMER will assume full responsibility for the Products after acceptance of the Deliverables from CONTRACT MANUFACTURER; and (iii) (Include other CUSTOMER representation and warranties, as appropriate). 7. Termination CONTRACT MANUFACTURER or CUSTOMER may terminate this Agreement immediately in the event of a material breach of the Agreement by giving written notice to the other of such material breach. Anything in this Section 7 or this Agreement notwithstanding, CONTRACT MANUFACTURER or CUSTOMER may terminate this Agreement, with or without cause, by giving fifteen (15) days written notice to the other party. Any notice required under this Agreement shall be deemed received upon personal or facsimile delivery or three (3) days after mailing if sent by registered or certified mail to the addresses of the parties as set forth below. 8. Limitation of Liability IN NO EVENT SHALL CONTRACT MANUFACTURER BE LIABLE TO CUSTOMER FOR ANY LOSS OF REVENUE OR PROFIT OR FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES, WHETHER BASED ON TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), CONTRACT OR OTHER LEGAL OR EQUITABLE GROUNDS EVEN IF CUSTOMER HAS BEEN ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION IN ANY FORM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. IF CONTRACT MANUFACTURER IS FOUND LIABLE TO CUSTOMER FOR THE PAYMENT OF ANY AMOUNTS FOR ANY REASON, BASED ON ANY THEORY OF LIABILITY, CONTRACT MANUFACTURER'S ENTIRE LIABILITY THEREFORE SHALL NOT EXCEED THE TOTAL PAYMENTS ACTUALLY RECEIVED BY CONTRACT MANUFACTURER FROM CUSTOMER UNDER THIS AGREEMENT. 9. Disputes/Choice of Law The parties shall attempt to resolve any disputes between them arising out of this Agreement through good faith negotiations. In the event the parties cannot resolve a dispute, the parties acknowledge and agree that the state courts of Santa Clara County, California and the federal courts located in the Northern District of the State of California shall have exclusive jurisdiction and venue to adjudicate any and all disputes arising out of or in connection with this Agreement. The parties consent to the exercise by such courts of personal jurisdiction over them and each party waives any objection it might otherwise have to venue, personal jurisdiction, inconvenience of forum, and any similar or related doctrine. This Agreement shall be construed in accordance with the substantive laws of the State of California (excluding its conflicts of laws principles). 10. Waiver A waiver of any provision of this Agreement, or a delay by either party in the enforcement of any right hereunder, will neither be construed as a continuing waiver, nor create an expectation of non enforcement, of that or any other provision or right. 11. Force Majeure Neither party shall be liable for any delay or failure in performance hereunder caused by acts of God or other causes beyond the parties control and without fault or negligence of such party, if the party gives prompt notice and makes all reasonable efforts to perform. 12. Relationship of Parties The parties are independent contractors under this Agreement and no other relationship is intended, including a partnership, franchise, agency, joint venture, master/servant or employer/employee relationship. Neither party will act in a manner which expresses or implies a relationship other than that of independent contractor, nor bind the other party. 13. Publicity Except as otherwise required by law or SEC regulation, neither party shall not publicize or disclose the existence or terms and conditions of this Agreement, or any transactions hereunder, without the express, prior written consent of the other party. 14. Import and Export Licenses Each party acknowledges that the Confidential Information delivered under this Agreement may be subject to U.S. export control laws and may be subject to export or import regulations. Each party agrees to comply strictly with all such laws and regulations and each acknowledges that it has the responsibility to obtain such licenses to export, re export, or import as may be required. 15. Assignment The rights, duties and obligations of either party under this Agreement may not be assigned in whole or in part by operation of law or otherwise without the prior express written consent of the other party, and any attempted assignment of any rights, duties or obligations hereunder without such consent shall be null and void, except that either party may assign this Agreement to an affiliated company. This Agreement shall be binding on the parties and their respective successors and permitted assigns. 16. Invalidity If any provision, or part thereof, in an Agreement, is held to be invalid, void or illegal, it shall be severed from the Agreement, and shall not affect, impair, or invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes closest to such severed provision, or part thereof, in language and intent, without being invalid, void or illegal. 17. Regulation CUSTOMER shall be responsible for submission to and acceptance by FDA of any premarket notification ("510(k)") submission or premarket approval application ("PMA") required to commercially distribute the Products in the United States and for approval by their foreign equivalents (e.g., IVDD registration) for the Products. CUSTOMER also shall be responsible for submission to and acceptance by FDA of any investigational device exemption ("IDE") application required to conduct clinical studies of the Products in the United States and the foreign equivalent of an IDE application to conduct clinical studies of the Products in other countries. CUSTOMER shall, at its expense, prepare, hold and maintain all necessary applications to analytically and clinically test and obtain government regulatory approvals to market, distribute and sell Products. As appropriate, CUSTOMER will supply CONTRACT MANUFACTURER a certification that assures accuracy and completeness of documentation submitted for each Product prior to submission to regulatory authorities such as the FDA and certification of FDA's permission to market or clinically study the Products. Additionally, if CUSTOMER is required to notify the FDA of a change in location where the Products will be designed or manufactured, CUSTOMER agrees to submit and obtain any required FDA approval or clearance for such change. Additionally, the term "Manufacturer" as referred to in Chapter 21 of the CFR (or its foreign equivalents), and all requirements thereof, shall mean "CUSTOMER." In all FDA or equivalent regulatory respects, CUSTOMER shall be solely responsible for the design of the Product. 18. Quality Specifications In providing design support, CONTRACT MANUFACTURER shall comply with the quality specifications set forth in its Quality Manual, incorporated by reference herein, a copy of which is available from CONTRACT MANUFACTURER upon request. 19. Inspection of Facility Upon reasonable advance written notice, CUSTOMER may inspect the documents related to the design support services provided under this Agreement at CONTRACT MANUFACTURER's facilities during CONTRACT MANUFACTURER's regular business hours, provided that such inspection does not unduly affect CONTRACT MANUFACTURER'S operations. CUSTOMER and its representatives shall observe all security and handling measures of CONTRACT MANUFACTURER while on CONTRACT MANUFACTURER's premises. CUSTOMER and its representatives acknowledge that their presence on CONTRACT MANUFACTURER's property is at their sole risk. If CUSTOMER inspects CONTRACT MANUFACTURER's facilities under this Section, CUSTOMER shall provide CONTRACT MANUFACTURER with a copy of CUSTOMER's inspection report within thirty (30) days after completing the inspection. 20. Notification of Inspection of CUSTOMER by Governmental Authority CUSTOMER shall immediately notify CONTRACT MANUFACTURER of any inspection of CUSTOMER's facilities or request for information by FDA or any other governmental authority that is reasonably related to Products for which CONTRACT MANUFACTURER provides design support services under this Agreement and shall provide CONTRACT MANUFACTURER with a copy of any notice of observations issued by the governmental authority and any written or electronic request for information. CUSTOMER also shall provide CONTRACT MANUFACTURER with a copy of the CUSTOMER's response to the notice of observations and any written or electronic request for information. 21. MDR & Vigilance Reporting The CUSTOMER shall be responsible for all MDR and Vigilance reporting. The customer shall notify CONTRACT MANUFACTURER of all required reporting and provide CONTRACT MANUFACTURER with copies of any MDR or Vigilance reports filed that are related to Product for which CONTRACT MANUFACTURER has provided design support services. CONTRACT MANUFACTURER shall, on request, provide CUSTOMER with assistance with any product failure investigation. 22. Notification of Enforcement Action CUSTOMER shall provide CONTRACT MANUFACTURER with a copy of any written or electronic communication that it receives from FDA or any other governmental authority, including a FDA Warning Letter, in which FDA or any other governmental authority seeks or threatens to seek enforcement action, including, but not limited to, a voluntary or mandatory recall, detention, seizure, injunction, prosecution, or civil fines that is reasonably related to the design services covered by this Agreement. 23. Correction or Removal Notification For the purpose of this Section, "correction or removal" means an action taken to repair, modify, adjust, relabel, destroy, or inspect the Products covered by this Agreement with or without their physical removal from their point of use to some other location, including, but not limited to, a recall, market withdrawal, stock recovery, of safety alert. In the event CUSTOMER reasonably believes that it may be required to initiate a recall or other correction or removal with respect to Products covered by this Agreement, CUSTOMER shall immediately notify CONTRACT MANUFACTURER. Unless otherwise agreed by the parties in writing, CUSTOMER shall undertake any correction or removal at the CUSTOMER's expense. 24. Entire Agreement This Agreement constitutes the entire agreement between CONTRACT MANUFACTURER and CUSTOMER relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter. No modification to this Agreement will be binding unless in writing and signed by a duly authorized representative of each party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. VentureOutsource.com, 2006