Business Concern Document

BUSINESS CONCERN DOCUMENT

Parties and Effective Date

This Business Concern Document (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:

Business Concern Name:

Concern Representative:

Recitals

WHEREAS, Client retains Business Concern to perform certain services in connection with the Client's business operations, and Business Concern represents that it has the qualifications, experience and ability to provide such services on the terms set forth herein;

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations and other material provisions governing their relationship;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Compensation: Client shall pay Business Concern a total fee of US Dollars for the Services described above.

Late Payment: Any undisputed amount not paid within days of the invoice due date shall incur interest at the rate of or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Business Concern for reasonable collection costs and attorneys' fees for overdue amounts.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

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

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any representation, warranty, or covenant and such breach remains uncured for a period of 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services rendered and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, including financial data, business plans, customer lists, technical information, trade secrets and other proprietary materials, but excluding information that: (a) is or becomes publicly known other than by a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of or reference to the other party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) limit access to Confidential Information to those employees, contractors or advisors who have a need to know and who are bound to maintain confidentiality at least as restrictive as this Agreement. The receiving party shall take reasonable measures to prevent unauthorized disclosure.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for so long as such information qualifies as a trade secret under applicable law.

Representations; Indemnity; Insurance

Each party represents that it has the authority to enter into this Agreement. Business Concern shall perform services in a professional and workmanlike manner in accordance with customary industry standards. Business Concern shall indemnify and hold harmless Client from claims arising from Business Concern's gross negligence or willful misconduct. The parties shall maintain insurance coverage customary for their respective businesses.

Governing Law and Dispute Resolution

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.

Disputes: The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If the dispute cannot be resolved within 30 days, the parties may pursue any remedies available at law or in equity.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral.

Amendments: No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

Notices shall be delivered to the addresses below by certified mail, courier or email (provided confirmation of receipt is obtained). Notices are effective upon receipt.

Miscellaneous

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

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of the assigning party's business by merger, acquisition or sale of assets.

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