Business Contract Declaration

BUSINESS CONTRACT DECLARATION

This Business Contract Declaration ("Declaration") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client requires the provision of certain services and deliverables described herein and Provider represents that it has the skill, experience, personnel and resources necessary to perform such services in accordance with the terms of this Declaration;

WHEREAS, the parties desire to set forth the material terms, payment arrangements, confidentiality obligations and other contractual provisions governing the relationship between them;

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

SCOPE OF WORK

Provider shall perform the services and deliver the work product described below in a professional and workmanlike manner in accordance with the standards applicable to the industry and any schedules agreed by the parties:

PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for Provider's performance of the Scope of Work. All amounts are stated in U.S. dollars unless otherwise indicated.

All invoices shall be due within the number of days stated in the payment schedule. Client shall be responsible for approved expenses incurred by Provider only if pre-approved in writing.

TERM AND TERMINATION

This Declaration commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Declaration for material breach by the other party if such breach is not cured within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to the effective date of termination, including payment for work performed.

CONFIDENTIALITY

For the purposes of this Declaration, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was rightfully known by the receiving party without restriction prior to the disclosure; (c) is received from a third party without breach of an obligation of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Declaration and shall not disclose it to any third party except as necessary to perform the services and subject to a duty of confidentiality at least as protective as set forth herein. Upon termination, the receiving party shall return or destroy Confidential Information as requested by the disclosing party.

GOVERNING LAW

This Declaration shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Declaration.

ENTIRE AGREEMENT

This Declaration (including any exhibits or schedules hereto, if appended) constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Declaration must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that: (a) it has the full corporate or individual power and authority to enter into this Declaration; (b) the person signing on its behalf is duly authorized to bind it; and (c) performance of this Declaration will not violate any applicable law, regulation or agreement.

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