Business Company Contract

BUSINESS COMPANY CONTRACT

This Business Company Contract (the Agreement) is made effective as of by and between:

RECITALS

WHEREAS, Company engages in the business of providing goods and services in its ordinary course of business and desires to engage Contractor to perform certain services on the terms and conditions set forth in this Agreement; and

WHEREAS, Contractor represents that Contractor has the experience, qualifications, personnel, and ability to perform the services described herein and is willing to provide such services to Company pursuant to the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Contractor shall perform the services and deliverables described below. Contractor shall perform such services in a professional and workmanlike manner and in accordance with industry standards.

PAYMENT TERMS

Company shall pay Contractor the compensation set forth below in consideration for the full and satisfactory performance of the Services.

Unless otherwise agreed in writing, undisputed invoices not paid within thirty (30) days of receipt shall accrue a late fee as specified above. Company shall not withhold payment for services performed in accordance with this Agreement except for bona fide disputes, which must be notified in writing within ten (10) days of receipt of the invoice.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public, proprietary, or confidential information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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.

Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it uses with respect to its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no breach of this Agreement by Receiving Party; (ii) was in Receiving Party’s possession prior to receiving it from Disclosing Party without obligation of confidentiality; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain subject to confidentiality for so long as such information qualifies as a trade secret under 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 laws principles.

ENTIRE AGREEMENT

This Agreement, including all 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, proposals, or representations, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Remedies: Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. The parties acknowledge that a breach of the confidentiality provisions may cause irreparable harm for which monetary damages would be inadequate and agree that injunctive relief is an appropriate remedy.

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

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