Business Agreement Contract

BUSINESS AGREEMENT CONTRACT

This Business Agreement Contract (the Agreement) is entered into as of between:

RECITALS

WHEREAS, Client desires to obtain certain services as further described below and Provider represents that it has the expertise, personnel, and resources necessary to perform such services in a professional manner; and

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide services to Client and the compensation and other obligations related thereto.

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 described in the Scope of Work below. Provider shall complete the work in accordance with the schedule and milestones agreed by the parties and in a professional and workmanlike manner consistent with industry standards.

Provider may engage subcontractors provided that Provider remains responsible for performance and compliance with this Agreement. Any material changes to the Scope of Work must be agreed in writing by both parties.

2. PAYMENT TERMS

As consideration for the Services, Client will pay Provider as set forth below. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Invoices are due within days of invoice receipt. Past due amounts shall accrue interest at % per month (or the maximum permitted by applicable law), and Client shall also be responsible for reasonable collection costs and attorney fees.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within 15 days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, software, client lists, and trade secrets.

The receiving party shall: (a) use Confidential Information solely to perform under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; 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 no less protective than those in this Agreement. Confidentiality obligations shall not apply to information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing party's Confidential Information, or (iv) required to be disclosed by applicable law or valid court order, provided the receiving party gives prompt notice to the disclosing party to permit a protective order or other remedy.

The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for so long as they remain trade secrets.

5. REPRESENTATIONS, WARRANTIES, AND LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

6. INDEMNIFICATION

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

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any disputes.

8. ENTIRE AGREEMENT

This Agreement, including any attachments and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Agreement is held 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 merger or sale of substantially all of its assets. Notices shall be in writing and delivered to the addresses set forth above.

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