Business Acc Letter

BUSINESS ACCOUNT LETTER

Date:

This Business Account Letter (the "Agreement") is made and entered into as of the date set forth above by and between:

Provider Name:    Provider Address:

Client Name:    Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of providing financial account management, billing, and related business services and represents that it has the skill, personnel and resources necessary to perform the services described herein; and

WHEREAS, Client desires to retain Provider to establish and manage a business account and to provide accompanying services on the terms set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to memorialize their mutual commitments, payment obligations, confidentiality protections and governing law.

SCOPE OF WORK

Provider shall perform the services described below for Client in connection with Client's business account. The scope may include account setup, transaction processing, monthly reconciliation, reporting, and customer billing as requested by Client.

PAYMENT TERMS

Client shall pay Provider fees in consideration for services performed under this Agreement in accordance with the schedule and amounts set forth below.

All amounts are stated in lawful currency and are exclusive of taxes. Client agrees to reimburse Provider for reasonable costs and expenses incurred in collection of delinquent amounts, including attorneys' fees and collection costs where permitted by law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination. Either party may also terminate immediately for material breach if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice of the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") obtained in connection with this Agreement. "Confidential Information" means non-public business, financial, customer, technical or other proprietary information disclosed, whether in writing, orally or electronically. The obligations in this section do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, including copies and derivatives, except to the extent retention is required by law or for archival purposes subject to continued confidentiality.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any appendices or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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