Business Agents Agreement

BUSINESS AGENTS AGREEMENT

Agreement Date:

Parties

Entity type: Independent Contractor Broker Other

Recitals

WHEREAS, Principal is engaged in the business of offering and selling goods and/or services described herein and desires to retain Agent to solicit orders and act as Principal's non-exclusive agent for the limited scope set forth in this Agreement; and

WHEREAS, Agent represents that Agent has the experience, personnel and facilities necessary to perform the services contemplated by this Agreement and is willing to act as Agent on the terms and conditions set forth below;

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

Scope of Work

Payment Terms

Commission shall be calculated as follows:

If Principal disputes any portion of an invoice in good faith, the undisputed portion shall be paid in accordance with the Payment Schedule. Principal's payment of commissions is contingent on receipt of cleared funds from the applicable customer.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after written notice specifying the alleged breach. Termination for cause shall be effective on written notice if the breach is not curable.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party to the other relating to business plans, customers, pricing, technical data, financial information and trade secrets, whether disclosed orally, in writing or by inspection. Confidential Information does not include information that is (a) publicly available at the time of disclosure; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) required to be disclosed by law or governmental order (provided notice is given to the disclosing Party where permissible).

Receiving Party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; and (iii) restrict disclosure to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving Party shall implement reasonable safeguards to prevent unauthorized use or disclosure.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party and certify such return or destruction upon request.

Representations, Warranties and Compliance

Each Party represents and warrants that it has the full corporate or individual right, power and authority to enter into this Agreement and to perform its obligations hereunder. Agent shall comply with all applicable laws, rules and regulations in performing services and shall not make any representations or warranties on behalf of Principal except as expressly authorized in writing.

Indemnification

Agent shall indemnify, defend and hold harmless Principal and its officers, directors and employees from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Agent's negligent acts or omissions, willful misconduct or breach of this Agreement. Principal shall indemnify Agent for claims arising from Principal's gross negligence, willful misconduct or breach.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the courts located in for resolution of disputes.

Assignment and Independent Contractor

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Principal may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Agent is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three (3) days after deposit with a nationally recognized courier.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent.

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