Business Administration Contract

BUSINESS ADMINISTRATION CONTRACT

This Business Administration Contract (the "Agreement") is made and entered into as of by and between:

Client Name:    Client Address:

Administrator Name:    Administrator Address:

Recitals

WHEREAS, Client engages Administrator to provide administrative, financial, and operational management services in connection with Client's ongoing business operations; and

WHEREAS, Administrator represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to provide such services pursuant to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

Administrator shall perform business administration services including, but not limited to, financial recordkeeping, accounts payable and receivable management, payroll administration, vendor management, regulatory filings assistance, and implementation of internal administrative procedures as requested by Client.

2. Payment Terms

Client shall pay Administrator the fees set forth below in consideration for the services rendered. Unless otherwise provided, fees are exclusive of applicable taxes and reimbursable expenses.

Deposit / Initial Payment:    Frequency of Invoices:

Late Payment: Any invoice not paid within days after the invoice date shall accrue interest at the lesser of or the maximum rate permitted by law. Client shall also reimburse Administrator for reasonable collection costs.

Reimbursable Expenses: Client shall reimburse Administrator for pre-approved out-of-pocket expenses incurred in performance of services upon submission of supporting documentation.

3. Term and Termination

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement without cause by providing the other party with written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure within days after receipt of written notice of such breach.

Effect of Termination: Upon termination, Administrator shall deliver to Client all work product and records prepared under this Agreement and Client shall pay Administrator for services performed and reimbursable expenses incurred through the effective date of termination.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, in any form, that is designated as confidential or that reasonably should be understood to be confidential.

Obligations: Each party shall (a) use Confidential Information only to perform obligations under this Agreement, (b) restrict access to Confidential Information to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) not disclose Confidential Information to third parties except as required by law or with prior written consent of the disclosing party.

Exclusions: Confidential Information does not include information that the receiving party can demonstrate by competent proof (i) was already known without restriction at the time of disclosure, (ii) is or becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Remedies: The parties agree that monetary damages may be an inadequate remedy for breach of confidentiality and that injunctive relief is an appropriate remedy in addition to other available remedies.

5. Independent Contractor; Insurance

Relationship: Administrator is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Administrator is solely responsible for all employment taxes, withholdings, insurance and benefits for its personnel.

Insurance: Administrator shall maintain commercial general liability and professional liability insurance in amounts reasonable for the services provided and provide evidence of such insurance upon Client's request.

6. Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, punitive, or exemplary damages. The aggregate liability of either party arising out of this Agreement shall not exceed the total fees paid or payable to Administrator under this Agreement during the twelve (12) month period preceding the act or omission giving rise to the claim.

7. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice in accordance with this section. Notices shall be effective upon personal delivery, confirmed delivery by courier, or three (3) days after deposit with the U.S. mail, postage prepaid.

8. Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within 30 days, the parties may pursue mediation. If unresolved after mediation, either party may seek any available legal or equitable remedies in the courts of the governing state.

9. Entire Agreement; Amendment

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. This Agreement may be amended only by a written instrument executed by both parties.

10. Miscellaneous Provisions

Assignment: Neither party may assign this Agreement or its rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations herein.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

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