Business Arrangements Template

BUSINESS ARRANGEMENTS AGREEMENT

Parties

Individual Corporation LLC Other

Individual Corporation LLC Other

Recitals

WHEREAS, Party A conducts business in the field of commercial services and possesses expertise and resources relevant to the business arrangement contemplated herein; and

WHEREAS, Party B desires to retain Party A, and Party A agrees to provide certain services under the terms and conditions set forth in this Agreement, effective as of .

WHEREAS, the parties intend to define their respective rights and obligations with respect to the Scope of Work, payment, confidentiality and other terms as set forth below.

Scope of Work

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with the schedule agreed by the parties:

Payment Terms

Total Contract Amount: $

Invoices shall be due and payable within days of receipt. Late payments shall accrue interest at the lesser of (i) a rate of percent per month or (ii) the maximum rate permitted by law. Alternatively, a late fee of $ may be charged for overdue invoices.

All payments shall be made in United States Dollars unless agreed otherwise in writing. Expenses not included in the Total Contract Amount must be pre-approved in writing by the paying party.

Term and Termination

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

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to termination, including payment for services performed and reimbursable expenses incurred.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, 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 includes business plans, technical data, pricing, customer lists and proprietary processes.

Receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein.

The confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed without use of the Confidential Information; or (iv) is required to be disclosed by applicable law or regulation, provided the receiving party gives prompt written notice and cooperates with the disclosing party in any lawful attempt to limit disclosure.

Obligations under this Confidentiality section shall survive for a period of following termination or expiration of this Agreement.

Representations; Warranties; Liability

Each party represents that it has authority to enter this Agreement and to perform its obligations. Party A warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except to the extent caused by gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive or special damages. The aggregate liability of each party for claims arising out of or relating to this Agreement shall not exceed the total amount paid or payable by Party B to Party A under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes arising under this Agreement by negotiation. If negotiation fails, disputes shall be resolved by the state or federal courts located in the county where the governing state has jurisdiction.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices shall be deemed given (i) on receipt if delivered personally, (ii) three (3) days after deposit in certified mail, return receipt requested, or (iii) one (1) business day after deposit with a nationally recognized overnight courier service.

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