Business Agreement Turnbull

Business Agreement — Turnbull

This Business Agreement ("Agreement") is made effective as of by and between:

RECITALS

WHEREAS, Party A is engaged in the business of providing professional services and possesses the qualifications, experience and ability to perform the services described in this Agreement; and

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

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

1. SCOPE OF WORK

Party A shall perform the services described below (the "Services"). Party A shall provide the necessary personnel, materials and expertise to complete the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

In consideration for the Services, Party B shall pay Party A as set forth below. All payments are non-refundable except as expressly provided in this Agreement.

Unless otherwise stated, invoices are due within days of invoice date. Amounts not paid when due shall accrue interest at the rate of % per month (or the maximum permitted by law, if lower), plus any collection costs and reasonable attorneys' fees.

3. TERM AND TERMINATION

This Agreement begins on the Start Date and continues until the End Date unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach. Termination shall not relieve either party of obligations incurred prior to termination, including payment for Services performed.

4. CONFIDENTIALITY

"Confidential Information" means information disclosed by either party 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. Each party agrees to (i) keep Confidential Information strictly confidential; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound to confidentiality obligations at least as protective as those in this Agreement. Confidential Information does not include information that is publicly available through no fault of the receiving party, rightfully received from a third party without restriction, independently developed without use of the disclosing party's Confidential Information, or required to be disclosed by law, regulation, or court order (provided the receiving party gives prompt notice to the disclosing party and cooperates to seek protective measures).

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

Party A is an independent contractor and is solely responsible for payment of all taxes and benefits for its personnel. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger or a sale of substantially all of its assets.

6. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, except to the extent caused by the indemnitee's negligence or willful misconduct.

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

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or such other address as a party may designate by notice in accordance with this Section. Notices are effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. The parties acknowledge that they have had the opportunity to review this Agreement with counsel of their choice. Headings are for convenience only and do not affect interpretation.

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