Business Agreement A.L

BUSINESS AGREEMENT A.L

This Business Agreement A.L ("Agreement") is made and entered into as of the Effective Date set forth below by and between:

Party A:   Entity Type: Individual Corporation LLC

Party B:   Entity Type: Individual Corporation LLC

RECITALS

WHEREAS, Party A is engaged in the business of providing certain goods and/or services described herein and has agreed to perform such services for Party B under the terms and conditions of this Agreement; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A is willing to perform such services in accordance with the terms and conditions set forth below; and

WHEREAS, the parties intend for this Agreement to set forth the complete and exclusive statement of their mutual rights and obligations with respect to the subject matter hereof.

SCOPE OF WORK

Party A shall furnish the services, deliverables and other work as described below. All work shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party B shall pay Party A as follows.

Late payments shall accrue interest at the rate set forth below and Party B shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Effective Date:   End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach, or immediately for insolvency or liquidation of the other party.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except for trade secrets which shall be protected for as long as they remain trade secrets under applicable law. The foregoing obligations do not apply to information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given reasonable prior notice to contest such disclosure.

LIMITATION OF LIABILITY & INDEMNITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total amount paid or payable by Party B to Party A under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for special, incidental, consequential or punitive damages.

Party A shall indemnify and hold harmless Party B from and against third-party claims arising from Party A's breach of this Agreement or negligence in performing the Scope of Work, provided that Party B gives prompt written notice of the claim and cooperates in the defense at Party A's expense.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth above or to such other address as either party may designate by written notice to the other party.

GOVERNING LAW; DISPUTE RESOLUTION

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 agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to submit the dispute to mediation before initiating any litigation. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in a court of competent jurisdiction where necessary to protect rights or property.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by both parties.

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 or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of this Agreement.

EXECUTION

The parties have executed this Agreement by their duly authorized representatives as of the dates set forth below.

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