Business CEO Letter

BUSINESS CEO LETTER

Company Name:    Counterparty Name:

Effective Date:

WHEREAS

1. Company is engaged in the business described in its organizational formation documents and wishes to retain Counterparty to perform the services described below under the terms and conditions set forth in this letter agreement (the "Agreement").

2. Counterparty represents that it has the requisite corporate power, authority and expertise to perform the Scope of Work and that performance will be carried out by appropriately qualified personnel in accordance with applicable professional standards.

3. The parties desire to set forth the material terms of their engagement in writing in this CEO Letter and to have the signature of an authorized officer of each party evidence their agreement to be bound.

SCOPE OF WORK

PAYMENT TERMS

Fee Amount: $ payable in accordance with the Payment Schedule below.

Invoicing Terms: Counterparty shall submit invoices to Company at the address set forth below. Payments are due within days of receipt of a proper invoice. Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is lower.

Taxes and Expenses: All fees are exclusive of taxes unless otherwise stated. Company will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Counterparty in connection with performance, provided that such expenses are supported by receipts and approved in writing by Company prior to incurrence.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Termination for Cause: Either party may terminate immediately upon material breach by the other if such breach remains uncured for thirty (30) days after written notice specifying the breach.

Effect of Termination: Upon termination, Counterparty shall deliver all completed deliverables and any work in progress and shall invoice Company for fees and pre-approved expenses accrued through the effective date of termination. Company shall pay undisputed amounts in accordance with the Payment Terms.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Discloser") to the other ("Recipient"), whether disclosed orally, visually or in writing, 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.

Obligations: Recipient shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except as expressly permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take 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.

Exclusions and Compelled Disclosure: Confidential Information does not include information that is or becomes publicly available through no breach by Recipient, is rightfully received from a third party without restriction, or is independently developed. If Recipient is compelled by law to disclose Confidential Information, it shall provide prompt written notice to Discloser to permit Discloser to seek protective measures and shall disclose only the minimum required.

Remedies: The parties agree that breach of this confidentiality provision would cause irreparable harm for which monetary damages may be inadequate, and Discloser shall be entitled to seek injunctive relief and other equitable remedies in addition to any other available remedies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment must be 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 below by hand, nationally recognized courier, certified mail (return receipt requested), or electronic mail to an address agreed in writing by the parties.

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