Business Companies Document

BUSINESS COMPANIES AGREEMENT

This Business Companies Agreement (the "Agreement") is entered into as of Effective Date: by and between Company A Name: , a Entity Type: LLC Corporation Partnership , with principal place of business at (hereinafter "Company A"), and Company B Name: , with principal place of business at (hereinafter "Company B"). Each of Company A and Company B may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Company A possesses expertise, personnel and capacity to provide the services described in this Agreement; and

WHEREAS, Company B desires to engage Company A to perform such services on the terms and conditions set forth below, and Company A is willing to perform such services for Company B; and

WHEREAS, the Parties intend by this Agreement to define their respective rights and obligations with respect to the performance of such services and any related deliverables.

SCOPE OF WORK

Company A shall provide the services and deliverables described below in accordance with the standards of the industry and this Agreement. Specific tasks, milestones and acceptance criteria shall be as follows:

PAYMENT TERMS

In consideration for the services rendered by Company A, Company B shall pay Company A in accordance with the following payment provisions.

Any undisputed amount not paid by Company B when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus Company A's costs of collection, including reasonable attorneys' fees. Late fee (flat or rate):

TERM AND TERMINATION

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

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately for cause if the other Party breaches a material obligation under this Agreement and fails to cure such breach within days after receipt of written notice.

Upon termination, Company B shall pay Company A for all work performed and reasonable, non-cancellable commitments incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one Party to the other Party, whether written, oral or electronic, including but not limited to business plans, technical data, pricing, customer lists and proposals. Each Party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses with its own confidential materials but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) 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 confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or order of a court or governmental authority, provided that the receiving Party provides prompt written notice to the disclosing Party and cooperates reasonably in any effort to limit disclosure.

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.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or 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, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

ADDITIONAL PROVISIONS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any subsequent breach. Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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