Business Agreement ReedJoh

BUSINESS AGREEMENT REEDJOH

This Business Agreement ReedJoh (the Agreement) is entered into as of (Effective Date) by and between the following parties.

RECITALS

WHEREAS, Party A is engaged in the business of providing certain professional services and/or goods related to its trade, and has represented that it possesses the expertise, personnel and resources necessary to perform the services described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform the services described herein on the terms and conditions set forth in this Agreement, and Party A is willing to provide such services to Party B; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. SCOPE OF WORK

Party A shall perform the services and deliverables described below. Party A will perform the services in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As consideration for the performance of the Scope of Work, Party B shall pay Party A the fees set forth below in accordance with the schedule and conditions set forth in this Section.

Payments are due within days of receipt of an invoice, unless otherwise stated in the Payment Schedule. Late payments shall accrue interest as provided below.

In addition to interest, Party A may suspend performance if payments are more than days overdue after written notice. All amounts due hereunder are exclusive of taxes; Party B is responsible for taxes payable in respect of services, except taxes based on Party A's net income.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date and shall continue in effect until the End Date unless earlier terminated as provided herein.

Start Date:    End Date:

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

4. CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether oral, written, or electronic, 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 does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is received from a third party without breach of an obligation to the disclosing party; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) 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; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations in this Section shall survive termination of this Agreement for a period of years from the Effective Date, except with respect to trade secrets, for which the obligations shall continue for as long as such information qualifies as a trade secret under applicable law.

5. INDEMNIFICATION

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, willful misconduct, or negligence in performing its obligations hereunder. The Indemnitee shall give prompt written notice of any claim and shall cooperate in the defense.

6. 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 agree that any litigation arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located within that State.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, 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 amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. ASSIGNMENT; NOTICE

Neither party may assign its rights or delegate its duties under this Agreement 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 all or substantially all of its assets. Notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate in writing.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

10. 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 be effective as originals.

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