Business Aster Document

BUSINESS ASTER DOCUMENT

This Business Aster Document (the "Agreement") is made effective as of Effective Date: by and between Party A Name: and Party B Name: . Each of Party A and Party B is hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A desires to retain Party B to perform certain business advisory, development, or operational services described in this Agreement; and

WHEREAS, Party B represents that it possesses the requisite expertise, personnel, and resources to perform such services and is willing to render those services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows.

SCOPE OF WORK

Party B shall perform the services described below for Party A in a timely and professional manner in accordance with industry standards.

PAYMENT TERMS

In consideration of the performance of the Services, Party A shall pay Party B the fees and expenses set forth in this section. All amounts are stated in lawful currency of the jurisdiction specified in Governing Law.

Invoices shall be submitted in writing to the billing address of the paying Party. Unless otherwise stated in writing, payment shall be due within the number of days specified above following the date of invoice. Overdue amounts shall accrue interest at the Late Fee set forth above or the maximum lawful rate if lower. Party A shall also reimburse reasonable, pre-approved out-of-pocket expenses incurred by Party B in connection with performance of the Services.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least Notice Period (days): 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 Cure Period (days): days after receipt of written notice specifying the breach.

Upon termination, Party A will pay Party B for all Services performed and reimbursable expenses incurred up to the effective date of termination, subject to any offsets for amounts properly withheld pursuant to this Agreement. Sections governing Confidentiality, Payment, Indemnification, Governing Law and Entire Agreement shall survive termination.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by one Party ("Discloser") to the other Party ("Recipient"), whether in oral, written, electronic or other form, including business plans, financial information, technical data, trade secrets, customer lists and other proprietary materials. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement by Recipient; (b) was already lawfully in Recipient's possession prior to disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Recipient without using Discloser's Confidential Information.

Recipient shall (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect it as Recipient uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to Recipient's employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. If Recipient is compelled by law or order to disclose Confidential Information, Recipient shall provide Discloser with prompt written notice (to the extent permitted) so that Discloser may seek a protective order or other appropriate remedy.

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 law principles. The Parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising out of or relating to this Agreement, subject to any alternative dispute resolution provisions agreed in writing by the Parties.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written. Any amendment or modification of this Agreement must be 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 personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a Party may designate by written notice. Notices shall be effective upon receipt.

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