Business Body Agreement

BUSINESS BODY AGREEMENT

Parties

Corporation LLC Partnership Sole Proprietorship Other

Recitals

WHEREAS, Business Entity Name: is engaged in the business described herein and has authority to enter this Agreement;

WHEREAS, Counterparty Name: desires to retain Business Entity to perform services under the terms set forth below;

WHEREAS, the parties wish to reduce their agreement to writing as of the Effective Date: .

Scope of Work

Business Entity shall perform the services and deliverables described below in conformance with accepted professional standards. The parties acknowledge that the description below constitutes the full scope of work for which Business Entity will be compensated unless amended in writing by both parties.

Payment Terms

Compensation for the services rendered under this Agreement shall be as follows. All amounts are in U.S. dollars.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days to the other party. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice of such breach.

Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination. Obligations that by their nature survive termination shall survive, including payment, confidentiality, and indemnity clauses.

Confidentiality

"Confidential Information" means non-public business, technical and financial information disclosed by one party to the other, whether in oral, written or electronic form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) 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 no less protective than those herein. Receiving Party shall exercise at least the same degree of care in protecting Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is: (i) publicly available through no fault of Receiving Party; (ii) rightfully received from a third party without obligation of confidentiality; (iii) independently developed without use of the disclosing party's Confidential Information; or (iv) required to be disclosed by law, provided Receiving Party gives prompt notice to Disclosing Party where permitted and limits disclosure to the minimum required.

Upon termination or request, Receiving Party shall promptly return or destroy Confidential Information and certify such return or destruction. The confidentiality obligations shall continue for a period of three (3) years following termination, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement and that performance will not violate any agreement with a third party. Business Entity warrants that services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of the indemnifying party's breach, negligence, or willful misconduct. Except for willful misconduct and indemnity obligations, neither party shall be liable to the other for incidental, consequential, punitive or special damages and each party's aggregate liability shall be limited to the total amounts paid under this Agreement in the 12 months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below by certified mail, courier, or personal delivery, and shall be deemed given upon receipt.

Amendments and Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations and agreements. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any subsequent breach. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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