Business ALB Document

BUSINESS ALB DOCUMENT

This Business ALB Document (the Agreement) is made effective as of between:

Client Name: , Address:

Service Provider Name: , Address:

RECITALS

WHEREAS, Client Name: seeks to retain the Provider to perform certain business services described in this Agreement; and

WHEREAS, Provider Name: represents that it has the qualifications, experience and ability to perform such services under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which services will be provided and compensated.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall provide all labor, materials, equipment and supervision necessary to complete the work in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client agrees to pay Provider the compensation set forth below in consideration for the services performed under this Agreement. All payments are due in U.S. Dollars unless otherwise agreed in writing.

If any undisputed invoice remains unpaid beyond days after the due date, Client shall pay interest at the rate of on the unpaid balance, or the maximum lawful rate if lower. The parties agree that interest shall accrue monthly.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a 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. Confidential Information does not include information that (i) becomes generally available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure; (iii) was lawfully received from a third party without restriction; or (iv) is independently developed by the receiving party.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors 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 for a period of unless a longer period is required by applicable law.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and to perform its obligations. Provider warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) to the extent arising from Provider's gross negligence, willful misconduct or material breach of this Agreement. Client shall indemnify Provider for claims arising from Client's breach or misuse of deliverables.

LIMITATION OF LIABILITY

Except for breach of confidentiality, indemnification obligations, or willful misconduct, in no event shall either party be liable to the other for any indirect, incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. Each party's aggregate liability for direct damages arising out of or related to this Agreement shall be limited to the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW AND DISPUTE RESOLUTION

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. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the county where Client's principal place of business is located, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any attachments or exhibits incorporated by reference, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

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 in connection with a merger, acquisition, or sale of substantially all of its assets. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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