Business Document for Wesley Brooks

BUSINESS SERVICES AGREEMENT — WESLEY BROOKS

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

Client Name:     Address:

Provider Name:     Address:

WHEREAS

WHEREAS, Client wishes to retain Provider to perform certain business services described herein and Provider has represented that it has the qualifications, experience, and ability to perform such services in accordance with the terms of this Agreement;

WHEREAS, Provider agrees to perform such services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations in writing.

SCOPE OF WORK

Provider shall perform the services described below for Client in a professional and timely manner in accordance with industry standards. Provider will provide all labor, equipment, materials, and supervision necessary to complete the Services unless otherwise specified.

PAYMENT TERMS

Compensation. Client shall pay Provider a total fee of USD for the performance of the Services, subject to the schedule below.

Payment Due. Client shall pay each undisputed invoice within days of receipt. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late Payment. Any amount not paid when due shall accrue interest at a rate of on the outstanding balance, or the maximum rate permitted by law, whichever is less. In addition, Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

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

Start Date:     End Date:

Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date.

Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product reasonably requested and shall, upon Client's request, return or destroy Client Confidential Information in Provider's possession as set forth in the Confidentiality section.

CONFIDENTIALITY

Definition. "Confidential Information" means all non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Obligations. Each party agrees (a) to use Confidential Information solely for the purposes of performing its obligations under this Agreement, (b) to disclose Confidential Information only to those employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement, and (c) to protect the confidentiality of such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exceptions. 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 in the receiving party's possession prior to receipt from the disclosing party as demonstrated by written records, (iii) is rightfully received from a third party without restriction on disclosure, or (iv) is independently developed by the receiving party without reference to Confidential Information of the disclosing party.

Duration. The obligations under this Confidentiality section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets for which the obligations shall continue as long as such information qualifies as a trade secret under applicable law.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules attached hereto and any written change orders signed by both parties, constitutes the entire agreement between Client and Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications, and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by an authorized representative of each party.

MISCELLANEOUS

Independent Contractor. Provider shall perform its duties as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties.

Assignment. Neither party may assign this Agreement or any right or obligation hereunder 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 of its assets, or transfer to an affiliate.

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