Business Agreement Speltz

BUSINESS AGREEMENT — SPELTZ

This Business Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business services as described herein, and Service Provider represents that it has the expertise, personnel and resources to perform such services in a professional manner;

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform the services and Client will compensate Service Provider; and

WHEREAS, the parties intend that this Agreement memorialize their respective rights and obligations and provide for remedies in the event of breach.

Scope of Work

Service Provider shall perform the services described below in a timely, professional and workmanlike manner in accordance with industry standards. The nature, extent and deliverables for the services are as follows:

Payment Terms

As full compensation for the services performed pursuant to this Agreement, Client shall pay Service Provider the amounts and on the schedule set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Any payment not received by Service Provider within days after the applicable due date shall accrue a late fee equal to % per month compounded monthly (or the maximum lawful rate if less). Service Provider may suspend performance for nonpayment after providing written notice as provided in this Agreement.

Client shall reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance. Reimbursable expenses require prior written authorization and submission of supporting receipts.

Term and Termination

Term: 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 for convenience upon providing days' prior written notice to the other party. Upon termination for convenience, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

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

Each party (the Receiving Party) shall hold in strict confidence and shall not use or disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as necessary to perform under this Agreement. "Confidential Information" includes non-public business information, trade secrets, technical data, pricing, marketing plans, customer lists, and any other information designated as confidential or that reasonably should be understood to be confidential under the circumstances.

Exclusions: Confidential Information does not include information that is (a) publicly known through no fault of the Receiving Party; (b) rightfully received from a third party without restriction; (c) independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates to seek protective relief.

Remedies: The parties acknowledge that a breach of this confidentiality provision may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other available remedies.

By checking this box, the undersigned acknowledges and agrees to the confidentiality obligations set forth above.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

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

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, sale of substantially all assets or transfer of control.

Severability; Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy shall not constitute a waiver of such right or remedy.

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