Business ARS Document

BUSINESS ARS DOCUMENT

Parties and Effective Date

Effective Date: (the "Effective Date")

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business advisory, records and systems ("ARS") related services as more particularly described below; and

WHEREAS, Service Provider has represented that it has the competence, personnel, systems and experience necessary to perform the services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider shall provide such services to Client.

Scope of Work

Service Provider will perform the services described below and any related deliverables (collectively, the "Services"). The Services shall be performed in accordance with the specifications and milestones set forth by the parties and in a professional and workmanlike manner.

Payment Terms

In consideration of the Services, Client shall pay Service Provider the fees set forth below in accordance with the payment schedule. Fees are exclusive of applicable taxes unless otherwise stated.

Invoicing: Service Provider will submit invoices to Client according to the payment schedule. Invoices shall be due and payable within days of receipt unless otherwise agreed in writing.

Late Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law, and Client shall be responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon delivering written notice to the other party at least days prior to the intended termination date.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either party to the other, whether oral, written or electronic, including business plans, financial information, client lists, technical data, software, trade secrets and other materials labeled or identified as confidential.

Obligations: Each party shall (a) hold Confidential Information of the other in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except as permitted herein.

Required Disclosures: Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by applicable law, regulation, or valid subpoena, provided that the disclosing party gives the other party prompt written notice and cooperates in any lawful effort to limit the disclosure or obtain protective measures.

Intellectual Property and Work Product

Ownership: Unless otherwise agreed in writing, all work product, reports, analyses and deliverables produced by Service Provider under this Agreement (collectively, "Work Product") shall be owned by Client upon full payment of all amounts due hereunder. Service Provider retains ownership of its pre-existing tools, methodologies and general knowledge, and grants Client a non-exclusive, perpetual license to any such pre-existing materials incorporated in the Work Product solely to the extent necessary to use the Work Product.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability to the other for any claim arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may designate by notice to the other in accordance with this section. Notice is effective upon receipt.

Governing Law; Entire Agreement

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state selected by the parties, without regard to conflict of law principles. Governing State:

Entire Agreement: This Agreement, including any schedules or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign 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. Relationship of the Parties: The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute valid provision that as nearly as possible effects the original intent.

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