Business Blue Sky Document

BUSINESS BLUE SKY DOCUMENT

This Business Blue Sky Document (the "Agreement") is made effective as of by and between the following parties.

Parties

Recitals

WHEREAS, Party A is engaged in providing certain business services, confidential information, and potentially offering interests, securities, or other transferable business rights in connection with the services described below; and

WHEREAS, Party B desires to receive such services and any related information or interests for legitimate business purposes and acknowledges that certain offers, transfers, or transactions may be subject to state securities statutes and regulations commonly referred to as "blue sky laws"; and

WHEREAS, the parties intend to set forth their agreement regarding the scope of work, payment, confidentiality, blue sky compliance and indemnities, and other terms governing their relationship.

Scope of Work

Party A shall perform the services and deliverables described below. The parties agree that the following description constitutes the material business obligations of Party A under this Agreement.

Payment Terms

Compensation to Party A shall be as follows: Total Amount:

Late Payment: Unpaid amounts shall accrue a late fee of on the unpaid balance for each month or portion thereof until paid. Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days following written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated as confidential or that by its nature should be reasonably understood to be confidential. The receiving party shall (a) maintain Confidential Information in strict confidence; (b) use Confidential Information solely for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a strict need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall not apply to information that is (i) already in the public domain other than through a breach of this Agreement, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Confidential Information, or (iv) required to be disclosed by law or regulation, provided that the party compelled to disclose gives prompt written notice and cooperates reasonably with the other party to seek protective measures.

Blue Sky Compliance; Representations and Indemnity

If any transaction contemplated by this Agreement involves the offer, sale, or transfer of securities or proprietary interests, each party represents and warrants that it will comply with all applicable state securities laws ("Blue Sky Laws"), including making truthful disclosures, filing any required notices or exemptions, and obtaining necessary consents. Party A represents that, to the best of its knowledge, any statements or documents provided for compliance are accurate and complete.

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, agents, and employees from and against any losses, liabilities, damages, fines, penalties and costs (including reasonable attorneys' fees) arising from the indemnifying party's failure to comply with applicable Blue Sky Laws or from any material misrepresentation or omission made by the indemnifying party in connection with blue sky compliance.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, together with any exhibits, schedules, or written attachments executed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or recognized overnight courier service.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create an agency, partnership or joint venture. No waiver of any breach shall be effective unless in writing signed by the party waiving the breach.

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