Business Corp Document

BUSINESS CORP AGREEMENT

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

RECITALS

WHEREAS, Company is engaged in the business of conducting corporate operations and seeks to retain specialized services to perform certain corporate and consulting functions for its business; and

WHEREAS, Service Provider possesses the expertise, personnel, and resources necessary to perform the services described herein and has agreed to perform such services for Company on the terms and conditions set forth in this Agreement; and

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

Service Provider shall provide the services, deliverables, and performance described below. The parties may amend the scope in writing by mutual agreement.

PAYMENT TERMS

Company shall pay Service Provider compensation as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Invoices shall be submitted by Service Provider in accordance with the payment schedule. Payment is due within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of (a) a rate of per month, or (b) the maximum interest rate permitted by applicable law. Company shall also be responsible for reasonable collection costs, including attorneys' fees, if payment is not timely made.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 of this Agreement by the other party if such breach is not cured within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

During the term of this Agreement and for a period of three (3) years thereafter, each party shall hold in strict confidence and not disclose to any third party or use for any purpose other than performance under this Agreement any Confidential Information of the other party. Confidential Information includes nonpublic business, technical or financial information, but does not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was already lawfully in the receiving party's possession prior to disclosure, (c) is rightfully received from a third party without obligation of confidentiality, or (d) is independently developed without use of or reference to the disclosing party's Confidential Information. Either party may disclose Confidential Information as required by law or valid order of a court or governmental body, provided the disclosing party gives prompt written notice to the other party and cooperates in any lawful attempt to limit or contest the disclosure.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's negligent acts, willful misconduct, or breach of this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may specify in writing). Notices shall be deemed given upon personal delivery, upon confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

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