Business Change Anthem

BUSINESS CHANGE ANTHEM

This Business Change Anthem (the "Agreement") is made effective as of between:

Company Name:    Entity Type: Corporation LLC Other

Company Address:

Counterparty Name:    Entity Type: Corporation LLC Other

Counterparty Address:

WHEREAS

WHEREAS, the Company is undertaking changes to its business operations, branding, processes, or organizational structure and seeks the assistance of the Counterparty to design, coordinate, and implement such changes in accordance with the terms below;

WHEREAS, the Counterparty represents that it has the skill, personnel, and experience necessary to perform the services described herein and will perform such services in a professional and workmanlike manner consistent with industry standards;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope, timing, payment, confidentiality, and governing law applicable to the engagement.

SCOPE OF WORK

The Counterparty shall provide services to effect the business changes described below. The services shall include planning, advisory, design, implementation, coordination with third parties, and reasonable post-implementation support as set forth in the detailed description.

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All amounts are in U.S. dollars unless otherwise specified.

Late Payment: In the event any undisputed payment is not received within days of the due date, the delinquent amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus a late fee of $ .

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. In the event of a material breach by either party that remains uncured for a period of thirty (30) days after written notice, the non-breaching party may terminate immediately.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in confidence all proprietary, non-public, or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except as necessary to perform under this Agreement. Confidential information excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure as evidenced by written records; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party shall use 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. Upon termination or expiration of this Agreement, the Receiving Party will return or destroy all copies of the Disclosing Party's confidential information upon request.

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 laws principles. Venue for any legal action arising out of or related to this Agreement shall lie exclusively in the state or federal courts located in that State.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules, or attachments referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach will not constitute waiver of any other or subsequent breach. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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