Business Brex Document

BUSINESS BREX DOCUMENT

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

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business advisory, account setup, and financial services in connection with the Client's corporate operations (the Services); and

WHEREAS, Service Provider represents that it has the experience, personnel, and capability to perform the Services described in this Agreement in a professional and workmanlike manner; and

WHEREAS, the parties desire to set forth herein the terms and conditions governing the provision of Services and any associated fees, confidentiality obligations, and procedures for termination.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below.

Late Payment: If any undisputed amount is not received by Service Provider within days after its due date, the overdue balance shall accrue interest at percent per month (or the maximum permitted by law, whichever is lower). In addition, Service Provider may assess a one-time administrative fee of $ for continued nonpayment.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement without cause upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party) in oral, written or electronic form 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, including business operations, financial data, customer lists, trade secrets, processes, and technical information.

Obligations: Receiving Party shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (ii) not use Confidential Information except to perform its obligations or exercise rights under this Agreement; and (iii) 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 set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Agreement by Receiving Party; (b) was known to Receiving Party prior to disclosure as demonstrated by written records; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by Receiving Party without use of or reference to Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, statements, and understandings, whether written or oral. Any amendments or modifications shall be effective only if in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the parties' intent.

Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a party may designate by notice to the other.

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