Business CF Boss

BUSINESS CF BOSS AGREEMENT

This Business CF Boss Agreement (the "Agreement") is entered into on this day of , by and between:

Client Name:   Address:

Service Provider Name:   Address:

RECITALS

WHEREAS, Client seeks professional business consulting, advisory and operational services to develop, manage and improve Client's cash flow and business processes under the trade designation "Business CF Boss"; and

WHEREAS, Service Provider has represented that it has the necessary experience, personnel and systems to deliver the services described in this Agreement and is willing to provide such services to Client subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and intending to be legally bound, the parties agree as follows:

SCOPE OF WORK

The Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner consistent with industry standards, and shall provide periodic status reports as reasonably requested by Client. Any material changes to the Scope of Work must be agreed in writing by both parties and signed by authorized representatives.

PAYMENT TERMS

Any undisputed amount not paid within days of the invoice due date will incur a late fee of per month on the outstanding balance, or the maximum amount permitted by law, whichever is less. Client is responsible for all reasonable collection costs and expenses, including attorneys' fees, incurred by Provider in enforcing payment.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on the day of , (the "Start Date").

Termination Date: Unless earlier terminated in accordance with this Agreement, the term shall continue until (the "End Date"). Either party may terminate this Agreement for any reason upon days' prior written notice to the other party. Either party may also terminate immediately for a material breach by the other party that remains uncured for a period of fifteen (15) days after written notice of such breach.

Upon termination, Provider shall cease performing Services and Client shall pay Provider for all Services rendered, expenses incurred and non-cancellable commitments made through the effective date of termination. Sections concerning payment, confidentiality, indemnification and governing law shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), 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, including business plans, financial data, customer lists, pricing, marketing strategies, trade secrets and proprietary processes.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to its employees, contractors and advisors having a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) exercise 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 a reasonable degree of care.

Exclusions: Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was lawfully in Receiving Party's possession prior to disclosure by Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of or reference to Confidential Information.

Remedies: The parties acknowledge that monetary damages may be inadequate and that Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies to prevent or curtail any actual or threatened breach of confidentiality without the requirement of posting a bond.

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. Any disputes arising out of or related to this Agreement shall be resolved in the state or federal courts located in the chosen jurisdiction.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt to the addresses set forth above or such other address as either party may designate by notice to the other in accordance with this section.

MISCELLANEOUS

Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

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

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