Business Client Contract

BUSINESS CLIENT CONTRACT

This Business Client Contract (the Agreement) is entered into as of by and between Client Name: , Client Address: ("Client"), and Service Provider Name: , Service Provider Address: ("Service Provider").

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services and deliverables as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the skill, experience, personnel and resources to perform such services in a professional manner and in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the services to be provided.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of (USD) for the services described herein, subject to the schedule below.

Invoicing and Terms: Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay all undisputed invoices within days of Client's receipt of an invoice. Payments not made by the due date shall bear interest at % per month (or the maximum permitted by law), compounded monthly, plus reasonable costs of collection.

Expense Reimbursement: Client will reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services upon presentation of receipts or other documentation.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Upon termination for convenience, Client shall pay Service Provider for all work performed and approved expenses incurred through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure the breach within days after receipt of written notice of such breach. Termination shall be without prejudice to any other remedies available at law or in equity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection, 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 information, customer lists, trade secrets, and technical data.

Obligation: The Receiving Party shall (i) protect Confidential Information of the Disclosing Party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality at least as restrictive as those in this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without restriction and without breach of a duty to the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to permit the Disclosing Party to seek a protective order or other appropriate remedy.

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 resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner or agent of Client. Nothing in this Agreement creates a joint venture, partnership or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the parties' original intent.

NOTICES

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