Business Distraction Document

BUSINESS DISTRACTION DOCUMENT

This Business Distraction Document (the "Agreement") is entered into effective as of by and between Company Name: with principal place of business at and Service Provider Name: with principal place of business at (each a "Party" and collectively the "Parties").

WHEREAS

WHEREAS, Company is engaged in the business of operating and managing day-to-day commercial activities and has identified operational or personnel distractions that diminish productivity or present risk to business objectives; and

WHEREAS, Service Provider possesses expertise, personnel and methods designed to identify, manage, mitigate, or divert distractions from core business functions (collectively, "Distraction Mitigation Services"); and

WHEREAS, the Parties desire to set forth the terms under which Service Provider will perform Distraction Mitigation Services for Company and the consideration to be paid therefor.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Company shall pay Service Provider the total amount of $ for the services described above, subject to the payment schedule below.

Milestone-based payments: invoices issued upon completion of specified milestones as set forth in the Scope of Work.

Monthly retainer: invoices issued on the first calendar day of each month for services rendered the prior month.

Upon completion: single invoice due upon final delivery and acceptance of all deliverables.

Invoicing: Service Provider shall submit written invoices to Company. Payment is due within calendar days of receipt of a proper invoice. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Late Payment: Any undisputed late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition to interest, Company shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon written notice to the other Party at least days prior to the intended termination date.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Company of its obligation to pay for services performed and accepted prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by either Party to the other, whether oral, written, electronic or other tangible 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, including business plans, customer lists, proprietary processes, pricing, personnel matters, and technical data.

Obligations: Receiving Party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement or with prior written consent of Disclosing Party.

Exceptions: Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of Receiving Party; (ii) was lawfully known to Receiving Party prior to disclosure; (iii) is rightfully received by Receiving Party from a third party without restriction; or (iv) is independently developed by Receiving Party without use of Confidential Information. Receiving Party may disclose Confidential Information to the extent required by law, provided Receiving Party gives Disclosing Party prompt written notice and cooperates in obtaining confidential treatment or a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between 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 effective unless in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing in accordance with this section. Notice shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested.

MISCELLANEOUS

Assignment: Neither Party may assign or transfer this Agreement or any rights 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, provided the assignee assumes all obligations hereunder.

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create an employer–employee relationship, partnership, joint venture or agency relationship between the Parties.

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