Business Depot Document

BUSINESS DEPOT DOCUMENT

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

Party A Name:    Party A Address:

Individual   Corporation   Limited Liability Company   Partnership

Party B Name:    Party B Address:

Individual   Corporation   Limited Liability Company   Partnership

RECITALS

WHEREAS, Party A is engaged in the business of providing commercial services and resources and has the capability and personnel to perform the services described in this Agreement; and

WHEREAS, Party B desires to retain Party A to perform certain services on the terms set forth herein and Party A is willing to perform such services pursuant to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the terms, covenants and conditions under which Party A will provide services to Party B.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional manner consistent with industry standards. Specific tasks, deliverables, milestones and acceptance criteria are set forth as follows:

PAYMENT TERMS

In consideration for the services performed by Party A, Party B shall pay Party A the compensation described below. Compensation shall be payable in United States dollars unless otherwise agreed in writing.

Party B shall remit payment within days of receipt of an undisputed invoice. All amounts not paid when due shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law, calculated monthly and compounded. Party B shall also reimburse Party A for reasonable collection costs, including attorneys' fees, incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Section, shall expire on End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Termination of this Agreement shall not relieve either party of obligations incurred prior to the effective date of termination, including payment for services performed and reimbursement of expenses.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by either party to the other in written, oral, electronic or other form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally known to the public other than as a result of a breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) use Confidential Information solely to perform obligations under this Agreement. The obligations under this Section shall survive termination or expiration of this Agreement for a period of , provided that trade secrets and certain proprietary information shall remain protected for as long as applicable law permits.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law or valid governmental order, provided that the disclosing party gives prompt written notice to the other party and cooperates to seek protective measures.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Party A warrants that the services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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

GOVERNING LAW; DISPUTE RESOLUTION

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 agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located in that state, and each party submits to the exclusive jurisdiction and venue of such courts.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall constitute a waiver of any subsequent breach.

Assignment: Neither party may assign or transfer this Agreement or any 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, sale of substantially all assets or change of control, provided that the assignee assumes all obligations hereunder.

Severability: If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

NOTICES

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