Business Bula Document

BUSINESS BULA DOCUMENT

Date:

This Business Bula Document (the Agreement) is entered into by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

RECITALS

WHEREAS, Client is engaged in the business of procuring and coordinating commercial services and seeks to engage Provider to perform certain professional services as set forth herein; and

WHEREAS, Provider has the experience, personnel, and capability to perform the services described in this Agreement and is willing to perform such services for the compensation and on the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider will supply qualified personnel and shall be responsible for all means and methods of performing the Services unless otherwise specified in writing.

PAYMENT TERMS

In the event any undisputed amount due hereunder is not paid within days after the due date, Client shall pay interest on the overdue amount at a rate of % per month, calculated monthly. The foregoing is a reasonable estimate of actual damages and not a penalty.

All payments are due in the currency agreed in the Schedule. Provider shall invoice Client in accordance with the Payment Schedule. Client shall raise any dispute in good faith within ten (10) days of receipt of an invoice; undisputed amounts must be paid in accordance with this Agreement.

TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all nonpublic information disclosed by either party that is designated as confidential or that, due to its nature, ought reasonably to be treated as confidential. Each party shall (i) keep Confidential Information secure, (ii) not use Confidential Information except to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to affiliates, employees, contractors, or advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

INDEMNITY AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability resulting from a party's gross negligence, willful misconduct, or indemnification obligations, neither party's liability under this Agreement shall exceed the total amounts paid or payable to Provider under this Agreement during the twelve (12) 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 law principles. The parties submit to the exclusive jurisdiction of the courts located within that State for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and appendices attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. The invalidity or unenforceability of any provision of this Agreement shall not affect the remaining provisions, which shall remain in full force and effect.

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