Business Document CK BOY

BUSINESS DOCUMENT CK BOY

This Business Services Agreement (the "Agreement") is made and entered into by and between:

Client Name:    Client Address:

Provider Name:    Provider Address:

Recitals

WHEREAS, Client desires to engage Provider to perform certain business services as described herein and Provider represents that it has the expertise, personnel and resources to perform such services in a professional manner; and

WHEREAS, Provider is willing to provide the services to Client subject to the terms, conditions and payment provisions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the full understanding of their commercial relationship with respect to the services described below.

Scope of Work

Provider shall perform the services described above with due care, in accordance with industry standards, and in compliance with all applicable laws and regulations. Provider shall supply all labor, materials and equipment necessary to perform the services unless otherwise agreed in writing.

Payment Terms

Invoices will be issued as set forth in the Payment Schedule. Client shall pay undisputed invoices within days of invoice receipt. Payments not received by the due date shall accrue interest at a rate of compounded monthly, in addition to any collection costs and attorneys' fees reasonably incurred by Provider.

All payments are exclusive of taxes. Client is responsible for any sales, use or other taxes levied on the services, unless Client provides Provider with a valid exemption certificate.

Wire/ACH    Check    Credit Card

Term and Termination

Term Start Date:    Term End Date:

This Agreement shall commence on the Term Start Date and continue until the Term End Date, unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination will not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that, given the nature of the information, ought reasonably to be considered confidential. Each party agrees to (i) use Confidential Information only for the purposes of performing its obligations under this Agreement; (ii) limit disclosure of Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid subpoena, provided that the receiving party gives prompt written notice to the disclosing party and cooperates with reasonable efforts to limit disclosure.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from and against any and all claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct in performing this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of its confidentiality obligations, neither party's aggregate liability to the other for any claim arising under this Agreement shall exceed the total fees paid or payable by Client to Provider under this Agreement in the twelve (12) month period preceding the event giving rise to the claim.

Governing Law

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

Entire Agreement

This Agreement, including all Exhibits and Schedules attached hereto, 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. No amendment to this Agreement shall be effective unless in a written instrument signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or a change of control. The parties are independent contractors for all purposes and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between them.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

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