Business BioDown Document

BUSINESS BIODOWN DOCUMENT

This Business BioDown Document ("Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Business Name: is engaged in the operation of certain business activities and desires to obtain business biographical development and related services; and

WHEREAS, Service Provider: represents that it has the expertise, personnel and resources necessary to perform the services described herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

Scope of Work

Provider shall deliver business biographical development services as described below. Provider shall perform the work in a professional manner consistent with industry standards and in accordance with the timelines established in this Agreement.

Payment Terms

As full consideration for the services, Client shall pay Provider the fees and follow the payment schedule set forth below. All fees are exclusive of taxes; Client shall be responsible for sales, use and other taxes, if applicable.

In addition to late fees, Provider may suspend performance if invoices remain unpaid for more than days after receipt of invoice. Client shall reimburse Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that is not cured within fourteen (14) days after written notice of such breach.

Upon termination, Provider shall deliver to Client any completed deliverables and Client shall pay Provider for all work performed through the effective date of termination on a pro rata basis.

Confidentiality

"Confidential Information" means non-public 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. Confidential Information includes, without limitation, business plans, client lists, pricing, marketing strategies and unpublished deliverables.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as permitted under this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. The foregoing obligations do not apply to information that: (i) is or becomes generally available to the public other than by a breach of this Agreement; (ii) was rightfully in the receiving party's possession without restriction on disclosure prior to receipt from the disclosing party; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties acknowledge that a breach of this confidentiality obligation may cause irreparable harm for which monetary damages would be inadequate, and agree that the disclosing party shall be entitled to injunctive relief in addition to any available remedies at law or in equity.

Governing Law

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.

Entire Agreement

This Agreement (including all appendices and exhibits, if any) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Additional Provisions

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of all or substantially all of its assets or equity.

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