Business Document Akerman

BUSINESS DOCUMENT AKERMAN

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

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to retain Provider to perform certain professional services described herein, and Provider has the expertise, personnel and resources to perform such services;

WHEREAS, the parties wish to set forth the terms and conditions under which Provider will provide such services and Client will compensate Provider; and

WHEREAS, the parties intend that this Agreement constitute the complete and exclusive statement of the terms of their agreement with respect to the subject matter hereof.

SCOPE OF WORK

Provider will perform the following services for Client. Provider shall perform the services in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As consideration for the services rendered by Provider, Client will pay Provider in accordance with the following terms.

Provider shall submit invoices to Client. Payment is due within days of invoice date. Unpaid amounts shall accrue interest and late charges as stated below.

Any amount not paid within the period specified above shall incur a late fee of % per month (or the maximum allowable by law, if less). Client shall also reimburse Provider for all reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and shall continue through the End Date unless earlier terminated as provided below.

Start Date:

End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the Notice Period following written notice. Termination for convenience is permitted with the Notice Period specified above, subject to payment for services performed through the termination date.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. No amendment to this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement 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. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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