Business Document Estes Kansas City

BUSINESS AGREEMENT — ESTES KANSAS CITY

This Business Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: with principal place of business at and Client Name: with principal place of business at .

RECITALS

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services described in this Agreement in or around the Kansas City metropolitan area; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth below and Service Provider is willing to perform such services under the terms and conditions contained in this Agreement.

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

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any material change to the Scope of Work shall be documented in a written amendment signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the Total Contract Amount in accordance with the Payment Schedule. Invoices are due and payable within days of Client's receipt of a properly submitted invoice.

Client shall be responsible for reasonable costs of collection, including attorneys' fees, for overdue accounts. Where applicable law limits collection remedies, parties shall use lawful remedies to enforce payment.

TERM AND TERMINATION

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

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

Upon termination, Client shall pay Service Provider for all work performed and expenses incurred through the effective date of termination. Sections that by their nature should survive termination shall survive, including but not limited to Confidentiality and Governing Law.

CONFIDENTIALITY

Each party (Recipient) shall hold in strict confidence all non-public, confidential or proprietary information disclosed by the other party (Discloser) and shall not use or disclose such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that: (a) is or becomes publicly known through no breach by Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice to Discloser to seek a protective order.

Upon termination or request, Recipient shall promptly return or destroy Discloser's Confidential Information and certify such return or destruction in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the jurisdiction encompassing Kansas City, and each party consents to the personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including 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 oral or written. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice.

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