Business Agency Contract

BUSINESS AGENCY CONTRACT

This Business Agency Contract ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Principal is engaged in the business of providing goods and/or services described below and seeks representation for marketing, negotiation, or sale of such goods and/or services; and

WHEREAS, Agent has represented that it has the experience, facilities, and personnel to perform agency services and is willing to act on behalf of Principal subject to the terms and conditions of this Agreement;

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

SCOPE OF WORK

Agent shall perform the services and duties described below on behalf of Principal. Agent's duties shall include, without limitation, solicitation of customers, negotiation of terms within authorized limits, presentation of offers, and coordination of delivery as required by Principal.

AUTHORITY OF AGENT

Agent is authorized to act as an agent of Principal only to the extent expressly set forth in this Agreement. Agent shall not incur obligations or liabilities on behalf of Principal except as expressly authorized in writing. Any authority to execute contracts or accept offers on behalf of Principal must be granted in writing and limited to the scope specified by Principal.

Exclusive agency Non-exclusive agency

PAYMENT TERMS

As consideration for Agent's services, Principal shall pay Agent in accordance with the compensation terms set forth below. Compensation shall be the sole remuneration for services performed under this Agreement unless otherwise agreed in writing.

Flat fee Commission-based

Principal will reimburse Agent for reasonable, pre-approved expenses incurred in performance of this Agreement upon presentation of documented receipts. Agent shall not incur third-party obligations on behalf of Principal without prior written consent.

Overdue payments shall bear interest at the lesser of (i) or (ii) the maximum rate permitted by applicable law. Late fees shall accrue from the date payment was due until paid in full.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon prior written notice of days to the other party. Notice shall be effective upon receipt in accordance with the Notice provision below.

Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve either party of obligations incurred prior to termination.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available other than through breach of this Agreement, was already known to the receiving party without obligation of confidentiality, or is rightfully received from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except with the disclosing party's prior written consent or as required by law, provided that the receiving party provides prompt notice to allow the disclosing party to seek protective measures. These confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

INDEPENDENT CONTRACTOR; INDEMNIFICATION

Agent shall perform services as an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship beyond the limited agency authority granted herein. Agent is solely responsible for payment of all taxes, insurance, and benefits applicable to its personnel.

Each party shall indemnify, defend, and hold harmless the other party from and against any liabilities, losses, damages, claims, or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligence in the performance of its obligations hereunder.

NOTICE

Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being mailed by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice in accordance with this provision.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved as follows: the parties shall first attempt good faith negotiation; if unresolved, the parties agree to submit the dispute to binding arbitration in accordance with the commercial arbitration rules in effect at the time of the dispute, with the arbitration to be held in the county of the Principal's principal place of business unless otherwise agreed.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that neither may assign this Agreement without the prior written consent of the other, except that Principal may assign this Agreement in connection with a sale of substantially all of its assets or a merger, provided that the assignee assumes Principal's obligations.

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to seek independent advice, and agree to be bound by its terms.

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