Business Compact Form

BUSINESS COMPACT FORM

This Business Compact Form (the Agreement) is entered into as of between Client Name: , located at , and Service Provider Name: , located at .

RECITALS

WHEREAS, Client seeks to obtain certain commercial services and deliverables to support Client's business activities; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will provide services to Client and Client will compensate Service Provider.

SCOPE OF WORK

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule above and are due within days of invoice receipt. Late payments shall incur a late fee of % per month on the outstanding balance, and interest to the maximum extent permitted by law.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within thirty (30) days following written notice of such breach.

CONFIDENTIALITY

"Confidential Information" means material, technical, commercial or financial information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. The receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidentiality obligations do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) was known to the receiving party prior to disclosure as evidenced by written records; or (iv) is independently developed by the receiving party without use of or reference to Confidential Information. The obligations in this Section survive termination for a period of unless otherwise required by applicable law.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits, appendices, and payment schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals, and representations, whether written or oral. No modification of this Agreement will be effective unless it is in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties.

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors, agents and employees from and against any third-party claims, liabilities, losses, damages and expenses arising from the indemnifying party's breach of this Agreement or its negligent acts or willful misconduct.

NOTICES

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