Business Company Document

BUSINESS COMPANY AGREEMENT

This Business Company Agreement (Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at Company Address: , and Client Name: with principal place of business at Client Address: .

RECITALS

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

WHEREAS, Client Name desires to engage Company to perform such services under the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the scope of work, payment terms, confidentiality obligations and other terms governing their relationship.

SCOPE OF WORK

Company shall perform the services described below in a professional and workmanlike manner in accordance with industry standards. The specific tasks, deliverables, milestones and acceptance criteria are set forth and may be modified by written agreement of the Parties.

PAYMENT TERMS

Compensation. In consideration of the services performed by Company, Client shall pay Company the total compensation as set forth below. All amounts payable under this Agreement are payable in United States dollars unless otherwise agreed in writing.

Late Payment. Any undisputed amount not paid within days after the due date shall accrue a late fee of % per month (or the maximum legal rate if lower), calculated daily from the due date until paid in full. Client shall also reimburse Company for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Taxes. Unless otherwise agreed, the compensation does not include taxes for which Client is responsible. Each Party shall be liable for taxes imposed on it by applicable law.

TERM AND TERMINATION

Term. This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience. 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. Upon termination for convenience, Client shall pay Company for services performed and expenses incurred through the effective date of termination.

Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition. "Confidential Information" means non-public information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party) in any form 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, customer lists, pricing, trade secrets, technical data, and proprietary know-how.

Obligations. The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; and (c) protect Confidential Information from unauthorized use, disclosure or access using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or valid court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

Return of Materials. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party and certify in writing that it has done so, except as otherwise required to be retained by law or for archival backup purposes subject to continued confidentiality protection.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including 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 oral or written. 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 this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Limitation of Liability. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality or infringement of intellectual property rights, in no event shall either Party be liable to the other for incidental, consequential, special or punitive damages, and each Party's aggregate liability under this Agreement shall be limited to amounts actually paid by Client to Company under this Agreement in the twelve (12) months preceding the event giving rise to liability.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that, to the extent possible, achieves the original intent of the Parties.

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