Business Agreement LA1

Business Agreement LA1

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

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing products and services as described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services on the terms and conditions set forth herein, and Party A agrees to perform such services for Party B; and

WHEREAS, the parties wish to set forth the terms under which Party A will perform services for Party B and how compensation, confidentiality, and other matters will be handled.

Scope of Work

Party A will perform the services described below in a professional and workmanlike manner consistent with industry standards. The parties agree that the scope of services may be modified only by a written amendment signed by both parties.

Payment Terms

In consideration for the services, Party B shall pay Party A the fees and on the schedule set forth below. All fees are exclusive of taxes unless otherwise stated.

Invoices shall be due and payable within days of receipt. Amounts not paid when due shall bear interest at the rate of or the maximum rate permitted by law, whichever is lower. Party B shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Party A to collect overdue amounts.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue in effect until the End Date or completion of the Scope of Work, unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

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 immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"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. The receiving party shall: (a) use Confidential Information only to perform its obligations under 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 contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidential Information shall not include information that: (i) is or becomes public through no breach by the receiving party; (ii) is independently developed by the receiving party without reference to Confidential Information; or (iii) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence or willful misconduct. Except for liability arising from a party's indemnification obligations, willful misconduct or breach of confidentiality, neither party shall be liable for consequential, incidental, indirect, special or punitive damages, and aggregate liability shall be limited to the fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

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 either party designates in writing. Notices shall be deemed effective upon receipt if delivered by hand, or three (3) business days after deposit with a nationally recognized courier or postal service.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed 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, negotiations and communications, whether oral or written. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Party A may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

Acknowledgement

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, that its execution and performance will not violate any other agreement, and that the individual signing below is authorized to bind the party.

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