Business Deep Field Document

BUSINESS DEEP FIELD DOCUMENT

This Business Deep Field Document ("Agreement") is made and entered into as of Effective Date: , by and between:

RECITALS

WHEREAS, Client desires to procure specialized business intelligence, field research, and operational analysis described below; and

WHEREAS, Contractor represents that it has the personnel, expertise, equipment and capacity to perform deep field data collection and business analysis services and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the scope of work, compensation, confidentiality and other matters in this Agreement.

1. SCOPE OF WORK

Contractor will perform the services described below in a professional manner, consistent with industry standards and all applicable laws and regulations. The specific tasks, deliverables, milestones and performance standards are as follows:

2. PAYMENT TERMS

In consideration for the performance of the Scope of Work, Client shall pay Contractor the fees and expenses set forth below. All payments are subject to the terms in this section.

All amounts are payable in United States Dollars unless otherwise agreed in writing. Client is responsible for any taxes, duties or other governmental charges levied on payments under this Agreement, except for taxes based on Contractor's net income.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Contractor for all services performed and reasonable expenses incurred through the effective date of termination. Sections concerning Confidentiality, Indemnification and Governing Law shall survive termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, whether in oral, written, electronic or other form, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party agrees to: (a) hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except as permitted in this Agreement; and (c) use Confidential Information only for the purposes of performing its obligations under this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. Disclosure required by law or regulation is permitted so long as the Receiving Party provides prompt written notice to the Disclosing Party where permitted and reasonable cooperation in any lawful efforts to limit or contest the disclosure.

5. REPRESENTATIONS AND WARRANTIES; INDEPENDENT CONTRACTOR

Each party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder. Contractor warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

Contractor is an independent contractor and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties. Contractor is solely responsible for all employee wages, taxes and benefits for Contractor's personnel.

6. INDEMNIFICATION

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

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits, schedules or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder 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: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this section.

Remedies: The parties agree that monetary damages may be inadequate to remedy a breach of the confidentiality provisions of this Agreement and that the non-breaching party shall be entitled to seek equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity.

PARTY ENTITY TYPE (OPTIONAL)

Select entity type for Client: Corporation LLC Sole Proprietor

Select entity type for Contractor: Corporation LLC Sole Proprietor

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