Business Agreement P-42702

BUSINESS AGREEMENT P-42702

This Business Agreement P-42702 (the "Agreement") is entered into as of by and between Provider Name: , a legal entity with principal place of business at (hereinafter "Provider"), and Client Name: , a legal entity with principal place of business at (hereinafter "Client").

RECITALS

WHEREAS, Provider possesses the skills, experience and resources necessary to provide the goods and services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform the services described below and Provider agrees to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the exclusive terms governing the relationship between the parties with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Any material changes to the Scope of Work shall be made only by written amendment signed by both parties.

PAYMENT TERMS

Invoices: Provider shall submit itemized invoices in accordance with the payment schedule. Client shall pay undisputed invoiced amounts within days of receipt of invoice. If Client disputes any portion of an invoice, Client shall provide written notice specifying the nature of the dispute and shall pay any undisputed portion in accordance with this Agreement.

Late Payment: Any past-due amount shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, together with reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice 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

Definition: "Confidential Information" means nonpublic information disclosed by either 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, including business plans, technical data, pricing, customer lists and trade secrets.

Obligations: The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information with 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 employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less restrictive than those herein.

Exclusions: Confidential Information shall not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was rightfully in the receiving party's possession prior to disclosure, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Return or Destruction: Upon termination or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except to the extent retention is required by applicable law or internal recordkeeping policies.

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 submit to the exclusive jurisdiction of the state and federal courts located in the county in which Provider's principal place of business is located for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, understandings and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

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

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the unenforceable provision with a valid provision that achieves, to the extent possible, the original economic intent.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice: Notices shall be sent by certified mail, overnight courier, or personal delivery and shall be deemed given upon receipt.

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