Business Document E33

Business Document E33

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

Client Name:     Client Address:

Contractor Name:     Contractor Address:

RECITALS

WHEREAS, Client is engaged in the business described above and requires certain services related to its business operations; and

WHEREAS, Contractor represents that it has the experience, personnel, and resources necessary to perform the services described in this Agreement and agrees to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Contractor will perform services for Client.

SCOPE OF WORK

Contractor shall provide the services described below. Contractor shall perform the services in a professional manner consistent with industry standards and in accordance with any schedules and milestones set forth by mutual written agreement.

PAYMENT TERMS

Client shall pay Contractor the compensation set forth below in consideration for the services performed under this Agreement. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

If Client fails to pay any undisputed amount when due, Client shall pay a late fee equal to per month (or the maximum lawful rate if less) on the outstanding balance, plus reasonable collection costs.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means any nonpublic information disclosed by one party to the other 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 known to the public through no fault of the receiving party; (b) was in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold the disclosing party's Confidential Information in strict confidence and protect it with at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. If disclosure is required by law, the receiving party shall provide prompt written notice to the disclosing party and cooperate to limit disclosure.

INDEMNIFICATION AND LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The parties' aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total amounts paid or payable by Client to Contractor under this Agreement during the twelve (12) months 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 its conflicts of law 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 this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, representations, warranties, negotiations, and communications, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or such other address as a party may designate by notice.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

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