Business Document AndreaBorgia

BUSINESS AGREEMENT — ANDREABORGIA

Parties

This Business Agreement (the "Agreement") is entered into effective as of , (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business development, advisory, or operational services as set forth in this Agreement;

WHEREAS, Service Provider has represented that it possesses the experience and capability to perform the services described below and agrees to perform such services for compensation in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall provide the services and deliverables described below. Service Provider shall perform such services in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

Payment Terms

As full compensation for the services and deliverables described in this Agreement, Client shall pay Service Provider in accordance with the following terms.

Payments are due within days of receipt of an undisputed invoice. Client shall pay undisputed amounts within the foregoing period.

If any undisputed amount remains unpaid after the applicable due date, Client shall pay interest on the overdue amount at a rate of % per month, or a flat late fee of , whichever is greater, after a grace period of days.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually or in writing, 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 available to the public through no fault of the receiving party; (b) is rightfully obtained by the receiving party from a third party without restriction; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Representations; Independent Contractor

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Service Provider is an independent contractor and nothing in this Agreement will be construed to create an employment, partnership, joint venture or agency relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any nature.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of or relating to this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the indemnifying party's breach of this Agreement, or (b) the gross negligence or willful misconduct of the indemnifying party in connection with the performance of its obligations hereunder.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit with the postal service (first-class, certified), or one (1) day after delivery to a reputable overnight courier service.

Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the extent permitted by law.

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