Business Agreement

BUSINESS AGREEMENT

This Business Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and possesses specialized skills, personnel and resources required to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform such services on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

1. SCOPE OF WORK

Provider shall perform the services and deliverables set forth below. Provider shall furnish all labor, materials, equipment and supervision necessary to complete the work in a timely and professional manner in accordance with industry standards.

2. PAYMENT TERMS

Client shall pay Provider for the services described above in accordance with the following terms.

Wire transfer Check Credit card

All amounts payable under this Agreement are exclusive of sales, use, value-added, gross receipts, excise and other taxes, which shall be the responsibility of the party required by law to pay such taxes unless otherwise provided in writing.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within after written notice specifying the nature of the breach. Termination shall not relieve the Client of its obligation to pay for services rendered and expenses incurred prior to the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other party, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely for the purposes of performing under this Agreement; (ii) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein; and (iii) exercise at least the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

I acknowledge and agree to the confidentiality obligations set forth above.

5. GOVERNING LAW

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 state and federal courts located in such State for any action arising out of or relating to this Agreement.

6. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be valid unless in writing and signed by an authorized representative of each party.

7. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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