Business Compensation Agreement

BUSINESS COMPENSATION AGREEMENT

This Business Compensation Agreement (the "Agreement") is entered into as of by and between Company Name: and Service Provider Name: .

WHEREAS

WHEREAS, Company desires to engage Service Provider to perform certain business services and deliverables as described in this Agreement; and

WHEREAS, Service Provider has represented that it possesses the skills and expertise necessary to perform such services and is willing to perform the services in exchange for the compensation and on the terms set forth below.

WHEREAS, the parties wish to memorialize their agreement regarding the scope of work, compensation, term, confidentiality and related matters.

1. SCOPE OF WORK

2. PAYMENT TERMS

Compensation Amount: The Company shall pay Service Provider total compensation in the amount of for the services described herein, subject to the payment schedule below.

Invoicing: Service Provider shall submit invoices to Company in accordance with the Payment Schedule. Company shall pay undisputed, properly documented invoices within days of receipt.

Late Payment: Any overdue amount shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Company shall be responsible for reasonable collection costs.

Expenses: Reimbursable out-of-pocket expenses pre-approved in writing by Company will be reimbursed upon submission of receipts. Non-approved expenses are the responsibility of Service Provider.

Service Provider shall be solely responsible for all federal, state and local taxes, contributions and withholdings related to compensation paid under this Agreement. Company may withhold taxes where required by law.

3. TERM AND TERMINATION

Commencement Date: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Each receiving party shall (a) hold Confidential Information in strict confidence, (b) use such information solely to perform its obligations under this Agreement, and (c) not disclose such information to any third party except to those employees, contractors or advisors with a need-to-know who are bound by confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information does not include information that is (i) already known to the receiving party without restriction at the time of disclosure, (ii) becomes publicly known through no wrongful act of the receiving party, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Return or Destruction: Upon termination of this Agreement or upon written request, the receiving party shall promptly return or destroy all materials containing Confidential Information and certify such destruction if requested.

5. INDEPENDENT CONTRACTOR; REPRESENTATIONS

Independent Contractor Status: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, agency, partnership or joint venture relationship. Service Provider shall have no authority to bind Company.

Representations: Each party represents that it has the full power and authority to enter into this Agreement and perform its obligations hereunder, and that the execution and performance of this Agreement do not violate any other agreement or law to which it is subject.

6. 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. Exclusive jurisdiction and venue for any disputes arising under this Agreement shall be in the courts located in that State.

7. LIMITATION OF LIABILITY

Except for a party's gross negligence or willful misconduct, in no event shall either party be liable for indirect, incidental, consequential, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the total compensation paid or payable to Service Provider under this Agreement.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS PROVISIONS

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Assignment: Neither party may assign 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 of its assets.

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