Business Document Endurion

BUSINESS DOCUMENT ENDURION

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

Provider Name:    Provider Address:

Client Name:    Client Address:

WHEREAS

WHEREAS, Provider is engaged in the business of providing professional services and/or products described herein and possesses the experience and resources necessary to perform the scope of services contemplated by this Agreement;

WHEREAS, Client desires to retain Provider to perform such services under the terms and conditions set forth in this Agreement, and Provider agrees to perform such services in accordance with the terms herein; and

WHEREAS, the parties intend that this Agreement establish the complete and binding allocation of rights, duties, and responsibilities between them with respect to the subject matter hereof.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Services shall be performed with reasonable skill, care, and diligence consistent with industry standards. Any changes to the Scope of Work must be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the services rendered by Provider, Client shall pay Provider in accordance with the terms set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Overdue amounts shall accrue interest at the lesser of: per month, or the maximum rate permitted by applicable law. In addition, Client shall be responsible for any collection costs, including reasonable attorneys' fees, incurred by Provider in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above following written notice. Provider may also terminate immediately if Client fails to timely pay undisputed invoices and such failure continues for five (5) business days after written notice of nonpayment.

CONFIDENTIALITY

"Confidential Information" means non-public 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. Each receiving party shall: (a) hold Confidential Information in strict confidence and use it solely for performance under this Agreement; (b) limit disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that: (i) is or becomes generally known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives prompt notice and cooperates to seek protective measures.

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 provisions. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Each party represents and warrants that it has the full corporate or individual power and authority to enter into this Agreement and to perform its obligations hereunder. The persons signing this Agreement on behalf of each party are authorized to bind that party.

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