Business Continuation Document

BUSINESS CONTINUATION DOCUMENT

This Business Continuation Document (the "Agreement") is entered into as of the Effective Date: by and between Party A (named above) and Party B (named above), each a "Party" and together the "Parties".

WHEREAS

WHEREAS, Party A and Party B wish to establish a coordinated plan for the continued operation, management and control of the business activities identified in the Scope of Work upon the occurrence of specified Triggering Events affecting one Party's ability to operate the business; and

WHEREAS, the Parties desire to set forth the duties, authority, and compensation of any designated successor, agent, or manager responsible for business continuation and to allocate responsibilities, costs and confidentiality obligations attendant thereto; and

WHEREAS, the Parties intend this Agreement to operate as a binding contractual mechanism to preserve business value and to minimize operational interruption consistent with applicable law.

SCOPE OF WORK

The Parties agree that the business continuation activities to be performed, delegated or overseen are described below. The designated continuation agent(s) shall perform the duties with the care of a reasonably prudent businessperson in similar circumstances.

TRIGGERING EVENTS AND APPOINTMENT

The Parties agree the following events shall constitute Triggering Events for purposes of this Agreement. Upon the occurrence of any Triggering Event, the designated continuation agent shall assume the authority described in this Agreement to effectuate continuity.

Death of a principal    Long-term incapacity or disability    Retirement    Insolvency or bankruptcy    Other:

Designated Continuation Agent (if any): . If no agent is designated here, the Parties shall appoint an agent in writing in accordance with the notice provisions below.

PAYMENT TERMS

As consideration for services performed under this Agreement, the Parties agree as follows:

Any undisputed amount not paid within days of invoice shall incur a late fee equal to per month on the overdue balance, compounded monthly, or the maximum permitted by law, whichever is less.

Each Party is responsible for its own taxes arising from payments made under this Agreement unless otherwise agreed in writing. Invoices shall set forth tasks performed and time expended with reasonable detail.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for material breach shall be effective upon written notice if the breaching Party fails to cure within thirty (30) days of receipt of notice specifying the breach.

CONFIDENTIALITY

Each Party shall treat as confidential all proprietary information disclosed by the other Party in connection with this Agreement, including financial records, customer lists, trade secrets, and operational plans ("Confidential Information"). Confidential Information shall not include information that is publicly known through no breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed. Confidential Information shall be used solely for purposes of performing this Agreement. Each Party shall implement reasonable safeguards to protect Confidential Information and shall return or destroy such materials upon termination or upon written request.

GOVERNING LAW; DISPUTE RESOLUTION

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. The Parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration conducted in the county of the governing state, consistent with the arbitration rules agreed by the Parties.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

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 written notice in accordance with this section.

MISCELLANEOUS PROVISIONS

Assignment: Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or corporate reorganization, provided that the assignee agrees in writing to be bound by this Agreement.

Severability: If any provision of this Agreement is held unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

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