Business BN Document

BUSINESS BN DOCUMENT

This Business BN Document (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client desires to obtain certain business naming, branding and related advisory services in connection with Client's commercial operations (the "Services"); and

WHEREAS, Provider represents that it has the experience, expertise and personnel necessary to perform the Services and is willing to provide such Services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to the Services pursuant to this Agreement.

SCOPE OF WORK

Provider shall perform the Services as described below. Provider shall use commercially reasonable efforts to meet any milestone dates agreed in writing by the parties and shall perform the Services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

In consideration of the Services, Client shall pay Provider the fees and reimburse expenses in accordance with this section. All amounts are payable in United States dollars unless otherwise agreed in writing.

All undisputed invoices are due within days of receipt. Payments not received when due shall accrue the late fee set forth above and shall be recoverable by Provider together with collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation. If unresolved within thirty (30) days, the parties may seek relief in state or federal courts located within the county of the governing state selected above.

MISCELLANEOUS

Entire Agreement: This Agreement (including any Schedules and exhibits incorporated by written reference) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that Provider may assign this Agreement in connection with a merger, sale of substantially all of its assets or other change of control.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages and reasonable costs (including attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Limitation of Liability: Except for liabilities arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall not exceed the total fees paid or payable by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

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 a party may designate in writing. Notices shall be effective upon personal delivery, or three (3) days after deposit in the United States mail, certified or registered, postage prepaid.

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