Business COMP Document

BUSINESS COMPENSATION AGREEMENT

Parties

This Business Compensation Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address (hereinafter "Client"), and Service Provider Name: , with principal address (hereinafter "Provider").

Recitals

WHEREAS, Client desires to retain Provider to perform certain services described in this Agreement and Provider represents that it has the skill, experience and qualifications to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms on which Provider will be compensated for services rendered to Client and to memorialize their respective rights and obligations in connection therewith; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Provider shall perform the services described above in a timely, professional and workmanlike manner consistent with industry standards. Any material change in the scope of services shall be documented in a written amendment executed by both parties, which shall specify any change in compensation or schedule.

Payment Terms

Any amount not paid when due shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. In addition, unpaid balances shall be subject to a late charge of for each billing cycle in which payment remains delinquent. Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement without cause upon written notice delivered to the other party at least days prior to the effective termination date. Notice shall be effective upon receipt in accordance with the Notices provision below.

Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written or electronic, 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 excludes information that (a) is or becomes generally known without breach of this Agreement by Recipient, (b) is rightfully received by Recipient without restriction from a third party, (c) is independently developed by Recipient without use of or reference to Discloser's Confidential Information, or (d) is required to be disclosed by law or court order.

Recipient shall (i) hold in confidence and not disclose Confidential Information to third parties except as expressly permitted by this Agreement, (ii) use Confidential Information solely for the performance of its obligations under this Agreement, and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure no less protective than those used to protect its own confidential information of a similar nature.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized courier service to the addresses set forth above or to such other address as a party may designate in writing. Notice is effective upon receipt.

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.

Miscellaneous

Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Provider may assign receivables to a financing institution without Client consent.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver of any breach shall not operate or be construed as a waiver of any other or subsequent breach.

Entire Agreement

This Agreement, including any exhibits or amendments signed by the parties, 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.

Signatures

The individuals signing below represent and warrant that they are duly authorized to bind the party for which they sign.

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