Business Details Document

Business Details Document

This Business Details Document (the "Agreement") is entered into as of by and between:

Party A Name:   Principal Place of Business:

Party B Name:   Principal Place of Business:

RECITALS

WHEREAS, Party A provides certain business services, products, or advisory functions and maintains the business particulars set forth below; and

WHEREAS, Party B requires the provision of such services and the parties desire to set forth business detail information, scope, payment terms and mutual obligations in a written record to govern their relationship.

WHEREAS, the parties intend for this document to serve both as a record of business details and as a binding attachment to any accompanying service agreement that references these particulars.

BUSINESS DETAILS

Sole Proprietorship Partnership Limited Liability Company (LLC) Corporation Other:

SCOPE OF WORK

The parties agree that the services to be performed, deliverables, milestones, and responsibilities shall be as set forth below. This description controls to the extent inconsistent with other documents expressly incorporated by reference.

PAYMENT TERMS

Compensation payable by the payor shall be established as follows and constitutes full payment for the services described in the Scope of Work unless otherwise expressly agreed in writing.

If any undisputed amount remains unpaid after the due date, interest shall accrue at the higher of the following: an annual rate equal to % per month, or a fixed late charge of per invoice, until paid in full. Acceptance of late payment does not waive the right to pursue collection or other remedies.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate for material breach that remains uncured for the notice period specified above. Termination for convenience is permitted only if expressly provided in writing and subject to any payment obligations accrued through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose any confidential, proprietary, or trade secret information (collectively, "Confidential Information") provided by the other party (the "Disclosing Party") except as required to perform obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes generally available to the public other than by a breach of this Agreement, was rightfully known by the Receiving Party prior to disclosure, or is rightfully obtained from a third party without restriction. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care.

GOVERNING LAW

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

ENTIRE AGREEMENT

This document, together with any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Notices required under this Agreement shall be in writing and delivered to the principal place of business provided above or to such other address as a party designates in writing. If any provision is held unenforceable, the remainder of the Agreement shall remain in full force and effect. No waiver by either party shall be effective unless in writing and signed by the party waiving rights.

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