Business Bout Contract

BUSINESS BOUT CONTRACT

This Business Bout Contract (the Agreement) is entered into effective as of , by and between:

WHEREAS

WHEREAS, the Client operates a business requiring promotional, presentation and event services specifically for live "business bout" demonstrations and related marketing (the Services); and

WHEREAS, the Service Provider represents that it has the experience, personnel, and capacity to perform the Services described in this Agreement and is willing to perform such Services for the Client on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the Services and deliverables described in reasonable detail below. The Parties may attach additional task orders or statements of work that become part of this Agreement when signed by both parties.

PAYMENT TERMS

Client shall pay the Service Provider the fees set forth below in exchange for the Services. Fees are exclusive of applicable taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below.

Payments are due within days of invoice unless otherwise agreed in writing. Late payments shall bear interest at the rate of % per month (or the maximum lawful rate if lower), with a minimum late fee of $ .

Client shall be responsible for all reasonable and documented out-of-pocket expenses pre-approved in writing. Any disputed portion of an invoice must be raised in writing within ten (10) days of receipt; undisputed amounts remain payable.

TERM AND TERMINATION

This Agreement commences on the Start Date and continues until the End Date, unless earlier terminated as provided herein.

Start Date: , .   End Date: , .

Either party may terminate this Agreement for convenience upon days' prior written notice. A material breach not cured within days after written notice of breach permits immediate termination by the non-breaching party. Upon termination, Client shall pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either 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 does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt written notice and cooperates with protective measures.

Each party shall: (i) use Confidential Information only to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as this Agreement; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. The obligations of confidentiality survive termination for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets.

INSURANCE, INDEMNIFICATION, LIMITATION OF LIABILITY

Service Provider shall maintain general liability insurance in commercially reasonable limits and any other insurance required by law. Each party indemnifies, defends and holds the other harmless from third-party claims arising out of its gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written statements of work or exhibits signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, written or oral. No amendment or modification is effective unless 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 to the addresses set forth below or to such other address as a party may designate by written notice.

MISCELLANEOUS

Neither party may assign or transfer this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity to which this Agreement relates. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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