Business Agreement B2

BUSINESS AGREEMENT B2

This Business Agreement B2 (this "Agreement") is entered into as of between Client Name: , with principal address at and Service Provider Name: , with principal address at .

RECITALS

WHEREAS, Client engages Service Provider to perform certain business services described herein, and Service Provider has represented that it has the experience, personnel and capability to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and under which Client will compensate Service Provider; and

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

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Deliverables, milestones and acceptance criteria shall be set forth in writing and incorporated as part of the scope of work.

PAYMENT TERMS

Service Provider shall submit invoices to Client in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice. Invoices shall itemize services performed, time expended, and expenses incurred.

Any amount not paid when due shall accrue interest at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the effective date of termination.

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by either party relating to business operations, trade secrets, client lists, pricing, processes, software, or other technical or business information, whether disclosed orally, in writing, or by inspection.

Obligations: Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that is (i) or becomes generally available to the public through no fault of the receiving party; (ii) received from a third party rightfully and without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt notice to the disclosing party and cooperates in any effort to obtain a protective order.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, for which obligations shall continue for so long as the information qualifies as a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in that state, and the parties submit to the exclusive jurisdiction of such courts.

MISCELLANEOUS

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

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

ENTIRE AGREEMENT

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

EXECUTION

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

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