Business Communique

BUSINESS COMMUNIQUE

This Business Communique (the "Agreement") is made and entered into as of by and between (hereinafter "Provider") and (hereinafter "Client"). Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Provider is duly engaged in the business of providing professional services, including consulting, creative development, and business communications, and possesses the experience, personnel and resources necessary to perform the services described in this Agreement;

WHEREAS, Client desires to engage Provider to perform certain services and deliverables as set forth herein and Provider is willing to perform such services under the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional and workmanlike manner consistent with industry standards. The Parties may attach written exhibits or statements of work to supplement this Section; in the absence of such exhibits, the description below governs.

2. PAYMENT TERMS

As full compensation for the services and deliverables provided under this Agreement, Client shall pay Provider in accordance with the terms set forth below. All amounts are in U.S. dollars unless otherwise indicated.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise stated, all invoices are payable within thirty (30) days of receipt. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on the date first written above and continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within the notice period set forth above following written notice. Either Party may terminate this Agreement without cause upon providing the other Party the notice specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

4. CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one Party to the other, 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. Confidential Information includes, without limitation, business plans, financial information, technical data, trade secrets, customer and supplier lists, and pricing.

The receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information only for the performance of this Agreement. Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the receiving Party; (ii) was lawfully in the receiving Party's possession prior to receipt from the disclosing Party without restriction; (iii) is rightfully received by the receiving Party from a third party without restriction; or (iv) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction upon request. Remedies at law may be inadequate to prevent unauthorized disclosure; accordingly, the disclosing Party shall be entitled to specific performance and injunctive relief in addition to any other remedies.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each Party represents and warrants that it has the full power and authority to enter into this Agreement. Provider represents that the services will be performed in a professional manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client agrees to indemnify and hold harmless Provider and its officers, directors and employees from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client-provided materials, or Client's negligence or willful misconduct.

6. NOTICES

All notices, requests, claims and other communications hereunder shall be in writing and directed to the contact information below for each Party and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice-of-law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any attachments or incorporated statements of work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or a successor in connection with a merger or sale of substantially all of Provider's assets.

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