Business Document Final Version

Business Document Final Version

Parties

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

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain professional services described in this Agreement; and

WHEREAS, Service Provider has represented that it has the requisite experience, skill and personnel to perform the services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms, conditions and mutual covenants governing their relationship in a single, integrated agreement.

Scope of Work

Service Provider shall perform the services and deliverables described below. The parties agree the description must be sufficiently detailed to permit performance measurement.

Payment Terms

Client shall pay Service Provider for the services in accordance with the fees and schedule set forth below. All fees are stated in United States dollars unless otherwise indicated.

Late payments shall incur interest at the lesser of (i) the maximum rate permitted by applicable law or (ii) on the overdue balance, calculated monthly from the due date until paid in full. Client shall also be liable for reasonable collection costs and attorneys' fees incurred to collect past due amounts.

Term and Termination

This Agreement shall commence on (the "Effective Date") and shall continue until unless earlier terminated in accordance with this Agreement.

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 a period of thirty (30) days after written notice of breach. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public business, technical or financial information disclosed by one party (the Discloser) to the other (the Recipient), whether disclosed orally, in writing, or by inspection of tangible items, 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.

The Recipient shall: (a) hold the Discloser's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information; (b) not 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 at least as protective as those in this Agreement; and (c) use Confidential Information only for the purposes of performing obligations under this Agreement.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was known to the Recipient prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Recipient without use of the Discloser's Confidential Information. If the Recipient is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the Discloser and cooperate in any lawful effort to limit disclosure.

Representations; Warranties; Liability

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from willful misconduct or gross negligence, the aggregate liability of either party arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding 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 laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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