Business Agreement KnobHill

BUSINESS AGREEMENT — KNOBHILL

Parties

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

Party A Name:    Entity Type: Individual Corporation LLC

Address:

Party B Name:    Entity Type: Individual Corporation LLC

Address:

Recitals

WHEREAS, Party A is engaged in the provision of certain business services and possesses the qualifications, experience, and resources to perform the services described herein; and

WHEREAS, Party B desires to retain Party A to perform certain professional services for the benefit of Party B on the terms and conditions set forth in this Agreement; and

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

Scope of Work

Party A shall perform the services and deliverables set forth below in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Compensation payable by Party B to Party A for the performance of the Scope of Work shall be as follows:

Invoices submitted by Party A shall be due and payable within days of receipt, unless otherwise agreed in writing. Payment shall be made in lawful currency to the account or address designated by Party A.

If any payment due hereunder is not received by Party A within the time specified, Party B shall pay interest on the overdue amount at the rate of percent per month (or the maximum lawful rate, if less), plus any collection costs and attorneys' fees reasonably incurred to enforce payment.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Party A shall deliver all work in progress and Party B shall pay for all services performed and expenses incurred through the effective date of termination. Termination shall not relieve either party of obligations that by their nature survive termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic, or visual, including business plans, financial information, trade secrets, customer lists, pricing, technical data, and proprietary materials.

The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not disclose it to any third party except as expressly permitted herein, and (c) use Confidential Information solely for the performance of this Agreement. The Receiving Party shall take reasonable measures to protect Confidential Information from unauthorized use or disclosure, at least the same degree of care it uses to protect its own confidential information.

Confidential Information does not include information which the Receiving Party can demonstrate: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate, at the Disclosing Party's expense, in seeking protective relief.

Representations and Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A warrants that services will be performed in a professional manner consistent with industry standards.

EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing).

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in the governing state, with judgment on the award rendered by the arbitrator(s) enforceable in any court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, 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 or modification of this Agreement shall be effective unless in writing and signed by both parties.

Severability; Waiver

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of future enforcement of that right or provision.

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