Business Choice List

BUSINESS CHOICE LIST AND SERVICE AGREEMENT

This Business Choice List and Service Agreement (the "Agreement") is entered into between Provider Name: and Client Name: on this day of of , .

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and solutions as described in the Scope of Work below; and

WHEREAS, Client desires to retain Provider to perform selected services and elect certain business choices as set forth on the Business Choice List attached hereto and incorporated herein; and

WHEREAS, the parties intend for this Agreement to govern the provision of services, selection of business options, payment, confidentiality, term and termination, and other material terms between the parties.

BUSINESS CHOICE LIST

Please indicate the Client's selections and elections by checking the appropriate boxes and completing any accompanying fields. Selections made below are binding under this Agreement unless otherwise modified in writing signed by both parties.

Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation

Consulting Software Development Marketing Retail

S Corporation C Corporation Partnership/Pass-through Other

SCOPE OF WORK

Provider shall perform the services selected by Client as indicated in the Business Choice List and any additional services described below. The parties agree that the Scope of Work will be interpreted in light of the specific selections made by Client and the performance standards set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider for services performed in accordance with the selections made and the payment schedule below. All fees are stated in U.S. dollars and exclude taxes unless otherwise noted.

Upfront in full By milestone Net terms

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least Notice Period (days): days prior to the intended termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of breach.

CONFIDENTIALITY

“Confidential Information” means all non-public information disclosed by either party to the other that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use such Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations do not apply to information that (a) is or becomes generally known through no fault of the receiving party, (b) was lawfully known to the receiving party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without reference to Confidential Information. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such return or destruction upon request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Business Choice List and any attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

CONTACT INFORMATION

ADDITIONAL TERMS

The parties acknowledge that selections on the Business Choice List affect fee structure, responsibilities and compliance obligations. Each party represents that it has the authority to make the selections and to enter into this Agreement.

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