Business Document for Christopher Hilt

BUSINESS AGREEMENT — CHRISTOPHER HILT

This Business Agreement (the Agreement) is entered into as of the Effective Date set forth below by and between the parties identified herein.

Parties

Client Name:     Address:

Service Provider Name:     Address:

Recitals

WHEREAS, Client engages Service Provider to perform certain business services upon the terms and conditions set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and necessary personnel to perform such services and will perform them in a professional and workmanlike manner; and

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

Scope of Work

Services shall be performed in accordance with the schedule set forth herein and any mutually agreed written change orders. Service Provider shall assign qualified personnel to supervise and perform the services.

Payment Terms

Late Payment: If any undisputed amount due hereunder is not paid by the due date, Client shall pay interest on the overdue amount at the lesser of 1.5% per month or the maximum rate permitted by law, plus all reasonable collection costs and attorneys' fees incurred by Service Provider in collecting such amount.

Term and Termination

Effective Date:     Termination Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination for convenience by Client requires days' prior written notice to Service Provider and payment for all services performed through the effective date of termination.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would consider confidential under the circumstances. Each party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the purposes of performing under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents and subcontractors who have a need to know and are bound by confidentiality no less protective than this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; or (iii) is independently developed without use of the disclosed Confidential Information. If a party is compelled by law to disclose Confidential Information, it shall provide prompt written notice to the disclosing party and cooperate to seek protective relief.

Duration: The confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement.

Notices

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 conflict of law principles. The parties agree to attempt in good faith to resolve any dispute arising out of or related to this Agreement by negotiation; if unresolved within thirty (30) days, either party may pursue any rights and remedies available at law or in equity.

Entire Agreement; Amendments

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

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Waiver of any breach shall not constitute a waiver of any subsequent breach. The parties acknowledge that money damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be appropriate in addition to other remedies.

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