Business Document Chuchville

BUSINESS AGREEMENT — CHUCHVILLE

This Business Agreement (the Agreement) is made as of between Client Name: with principal place of business at , and Service Provider Name: with principal place of business at .

Recitals

WHEREAS, Client requires certain business services and deliverables described in this Agreement; and

WHEREAS, Service Provider possesses the skills, personnel and resources necessary to perform such services and is willing to provide those services on the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows.

Scope of Work

Service Provider shall provide the services and deliverables described below. Service Provider shall perform in a professional and workmanlike manner consistent with industry standards and in accordance with the schedule set forth in this Agreement.

Payment Terms

Client shall pay Service Provider for the services described in this Agreement in accordance with the terms set forth below. All payments are due in U.S. dollars unless otherwise agreed in writing.

Client shall pay invoiced amounts within days of receipt of a proper invoice. Payments not received within that period shall be subject to a late fee.

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred prior to termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party to the other that is identified as confidential or that, by the nature of the information or circumstances of disclosure, ought reasonably to be treated as confidential. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) to use Confidential Information solely for performance under this Agreement; and (c) not to 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 no less restrictive than those in this Agreement.

Obligations of confidentiality do not apply to information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Upon termination or request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction in writing if requested.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that the services shall be performed in a professional manner consistent with industry standards. Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's breach of this Agreement, negligence or willful misconduct, subject to any limitations agreed in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Chuchville, without regard to its conflicts of law provisions. The parties submit to the exclusive jurisdiction of the courts located in Chuchville for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided below, or to such other address as a party may designate by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

Entity Type (Select one for each party)

Client Entity Type Corporation LLC Individual Other

Service Provider Entity Type Corporation LLC Individual Other

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in interest in connection with a merger, sale of substantially all assets, or similar change of control, provided that the assignee assumes all obligations of the assigning party.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely reflects the parties' original intent.

Waiver: No waiver of any breach or right under this Agreement will be effective unless in writing and signed by the party granting the waiver.

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