Business Corporate Office

Business Corporate Office Agreement

Parties

Corporation    LLC    Other (specify):

Corporation    LLC    Other (specify):

Recitals

WHEREAS, Company desires to obtain corporate office services including but not limited to physical office space, mail handling, receptionist services, meeting room access and administrative support for its corporate operations; and

WHEREAS, Provider is duly organized and equipped to provide such corporate office services and holds the necessary facilities and personnel to perform the services described in this Agreement; and

WHEREAS, the parties elect to set forth their respective rights and obligations regarding the corporate office arrangement effective as of .

Scope of Work

Provider will perform the corporate office services described below. Provider will perform such services in a professional manner consistent with industry standards and in compliance with applicable laws.

Payment Terms

Company shall pay Provider compensation for the services rendered as set forth below. All payments shall be made in lawful currency of the United States unless otherwise agreed in writing.

Monthly    Quarterly    Annually    One-time    If other, specify:

Unpaid amounts shall accrue interest at per month (or the maximum permitted by law, if lower), calculated from the date due until paid. Company shall also be responsible for reasonable collection and legal fees incurred to recover past due amounts.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated as provided below, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may occur immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 30 days after receipt of written notice describing the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including business plans, customer lists, pricing, trade secrets and personnel information ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes public other than by breach of this Agreement; (ii) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party; (iii) is rightfully received from a third party without restriction; or (iv) 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 Agreement and shall limit disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. Upon termination, the Receiving Party shall promptly return or destroy the Disclosing Party's Confidential Information, except as required by law, in which case the Receiving Party shall provide prompt notice to the Disclosing Party.

Indemnification and Insurance

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's negligent acts, willful misconduct or material breach of this Agreement. Provider shall maintain commercial general liability and, where applicable, professional liability insurance in amounts reasonably appropriate for the services provided and shall provide certificates of insurance upon request.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement; Amendments

This Agreement, together with all exhibits and 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 and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice. Notices shall be deemed given when received by hand, by nationally recognized overnight courier, or five (5) days after deposit in the United States mail, certified or registered, postage prepaid.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship.

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