Business Document for Alexandre

BUSINESS AGREEMENT FOR ALEXANDRE

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

Client Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain business services as described herein and Service Provider has the expertise and capacity to provide such services in accordance with the terms of this Agreement;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide such services, including scope, payment, confidentiality and termination provisions;

WHEREAS, the parties intend that this Agreement govern their respective rights and obligations with respect to the services specified below.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The services shall include, without limitation, the following tasks and deliverables:

PAYMENT TERMS

In consideration for the services performed, Client shall pay Service Provider in accordance with the following terms.

All invoices are payable within the period set forth in the Payment Schedule. Overdue amounts shall accrue interest at the rate set forth above or the maximum rate permitted by applicable law, whichever is lower. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

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 material breach by the other party if such breach remains uncured for the notice period set forth above after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible or intangible form that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential.

Mutual confidentiality obligations    One-way confidentiality (specify disclosing party in exceptions)

The receiving party shall 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 shall not include information that is or becomes publicly known without breach, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without restriction.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its choice-of-law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement, including all schedules, exhibits and documents incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

MISCELLANEOUS PROVISIONS

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that the person signing below on its behalf is duly authorized to bind such party.

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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