Business CEO Message

Business CEO Message and Services Agreement

Agreement Date:

Parties

Recitals

WHEREAS, the Company identified above is engaged in the business of corporate operations, strategic management, and product and service delivery and desires to retain the Provider to perform defined services in furtherance of Company goals; and

WHEREAS, the Provider represents that it possesses the expertise, personnel, and resources necessary to provide the services described in this Agreement and agrees to perform such services under the terms set forth below; and

WHEREAS, the parties wish to set forth the terms under which the Provider will deliver services and the Company will accept and compensate for those services, and to include a contemporaneous written message from the Company's Chief Executive Officer expressing the strategic intent for the engagement.

Scope of Work

The Provider shall perform the services described below in accordance with professional standards and applicable law. The parties agree that the scope may be amended only by written instrument signed by authorized representatives of both parties.

CEO Message

The Chief Executive Officer of the Company provides the following formal message to convey the strategic objectives of this engagement and the expectations for collaboration and performance.

Payment Terms

In consideration for the services rendered, the Company shall pay the Provider the fees and reimbursements described below. All payments are subject to the terms set forth in this section.

Payments shall be due within days of receipt of a properly submitted invoice unless otherwise specified in a project-specific schedule. Invoices must include reasonable detail describing services rendered and applicable milestones.

Late payments shall accrue interest at the lesser of (a) % per month on the outstanding balance or (b) the maximum rate permitted by applicable law. Additionally, the Company shall reimburse reasonable collection costs incurred by the Provider.

Term and Termination

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

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may also terminate this Agreement immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

The parties acknowledge that each may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information except as permitted herein; and (c) use Confidential Information only to perform obligations under this Agreement.

Confidentiality obligations shall survive termination or expiration of this Agreement for years, except to the extent that applicable law requires disclosure or the information becomes publicly available through no fault of the receiving party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising out of this Agreement.

Entire Agreement and Authority

This Agreement, including any exhibits or attachments executed by the parties and the concurrent CEO message incorporated herein, 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 written or oral. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

Each person executing this Agreement on behalf of a party represents and warrants that they are duly authorized to enter into this Agreement on behalf of that party and that the party will be bound thereby.

Representations and Warranties

Each party represents and warrants that it has the legal right and capacity to enter into this Agreement, that the execution and performance of this Agreement will not violate any agreement or obligation with a third party, and that the services will be performed in a professional and workmanlike manner consistent with industry standards.

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