Business Agreement Demig

BUSINESS AGREEMENT DEMIG

This Business Agreement Demig (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of providing professional services and has agreed to engage Party B to perform certain services on the terms and conditions set forth in this Agreement;

WHEREAS, Party B represents that Party B has the experience, personnel, qualifications and resources necessary to perform the services described in this Agreement in a timely and professional manner;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in this Agreement.

SCOPE OF WORK

Party B shall perform the services and deliverables described below in a professional manner consistent with industry standards. Party B shall provide all labor, materials, equipment and supervision necessary to complete the work unless otherwise specified.

PAYMENT TERMS

Compensation. Party A shall pay Party B a total fee of $ for the services described in this Agreement, subject to the payment schedule below.

Late Payments. If any undisputed amount is not paid within days after the due date, Party A shall pay interest on the overdue amount at a rate of % per month (or the maximum rate permitted by applicable law, if lower), plus any reasonable collection costs.

TERM AND TERMINATION

Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice describing the breach.

Termination for Convenience. Either party may terminate this Agreement for convenience upon providing at least days' prior written notice to the other party. Upon termination, Party B shall be entitled to payment for services performed and reasonable reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition. "Confidential Information" means nonpublic 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.

Obligations. Each party shall (a) maintain the confidentiality of the other party's 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; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

Exclusions. Confidential Information shall not include information that: (i) is or becomes generally known to the public through no breach of this Agreement; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

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 law principles. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located within that state for any disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' intent.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

Notices. All notices required or permitted under this Agreement 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, upon receipt after delivery by a nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

Certification. Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to bind such party to the terms of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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