Business Contract Version

BUSINESS CONTRACT VERSION

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

Parties

WHEREAS

WHEREAS, Company Name: desires to obtain certain business services described below; and

WHEREAS, Contractor Name: represents that it has the experience, qualifications and capacity to perform such services under the terms set forth in this Agreement; and

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

Scope of Work

The Contractor shall perform the services described above in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws and regulations.

Payment Terms

Unless otherwise agreed in writing, invoices shall be issued by Contractor upon completion of milestone or on a monthly basis as specified in the Payment Schedule. Payments are due within days of invoice receipt.

Late payments incur a late fee of per month on the unpaid balance, or the maximum permitted by law, whichever is less. The assessment of late fees does not waive any other remedies available to the non-breaching party.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Company shall pay Contractor for services performed through the effective date of termination and for any non-cancellable obligations incurred by Contractor in the performance of services authorized by Company.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly known through no wrongful act of the recipient; (b) was rightfully known by the recipient prior to disclosure; (c) becomes rightfully available from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the recipient without use of Confidential Information.

The recipient shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. The recipient shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information.

The obligations of confidentiality survive termination of this Agreement for a period of years, except with respect to trade secrets, for which such obligations shall survive for as long as the information qualifies as a trade secret under applicable law.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for a party's indemnification obligations and breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability shall be limited to the total compensation paid or payable under this Agreement during the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be subject to binding arbitration in accordance with the arbitration rules agreed by the parties and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. Notices required under this Agreement shall be in writing and delivered to the address provided above or to such other address as a party designates in writing.

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