Business Corporation Document

BUSINESS CORPORATION AGREEMENT

This Business Corporation Agreement (Agreement) is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Corporation Name: seeks to engage Counterparty Name: to perform certain services in furtherance of Corporation business objectives; and

WHEREAS, Counterparty Name: represents that it has the experience, personnel, and corporate authority to perform the services described herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be performed, and the respective rights and obligations of the parties.

SCOPE OF WORK

Counterparty shall perform the services, deliverables and milestone work described below. Counterparty shall furnish all labor, materials, supervision and management necessary to complete the work in a professional and timely manner consistent with industry standards.

PAYMENT TERMS

Corporation shall pay Counterparty the compensation set forth below in consideration for the services rendered under this Agreement. All amounts are payable in United States dollars unless otherwise specified in writing.

Payments are due within days of receipt of an undisputed invoice. Late payments shall accrue interest at the rate of per month (or the maximum rate permitted by law, if lower), plus all costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party not less than days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information does not include information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) required to be disclosed by law or regulation, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in obtaining confidential treatment.

The receiving party shall: (i) use Confidential Information solely for the performance of this Agreement; (ii) restrict disclosure to those employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Upon termination or written request, the receiving party shall return or destroy all Confidential Information and certify such destruction in writing.

LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable for consequential, incidental, special, punitive or exemplary damages, and each party's aggregate liability for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Corporation to Counterparty under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that a party may assign this Agreement in its entirety to an affiliate or in connection with a sale of substantially all of its assets or merger without the other party's consent. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

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