Business Document Fuyu

BUSINESS DOCUMENT FUYU

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

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services described in this Agreement and Service Provider is willing to perform such services on the terms and conditions set forth herein.

WHEREAS, the parties intend that the contractual relationship created by this Agreement will define the scope, compensation, confidentiality obligations, and other terms governing the services to be rendered.

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

Scope of Work

Service Provider shall perform the services and deliverables described below. The description below shall control over any inconsistent attachments, unless expressly referenced and executed by both parties.

Payment Terms

Client shall pay Service Provider in accordance with the following fee structure.

Total Fee:    Currency:

Late Payment Fee: If any undisputed amount is not paid within days after the invoice due date, Client shall pay interest at percent per month on the overdue balance, compounded monthly, or the maximum permitted by applicable law, whichever is less.

Reimbursable expenses must be pre-approved in writing. Any taxes imposed on payments under this Agreement shall be the responsibility of .

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for any reason upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately upon written notice for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver all completed work and invoice Client for all work performed through the effective date of termination. Payment for undisputed invoiced amounts shall be due in accordance with the Payment Terms above.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement. The receiving party shall be liable for any breach of this confidentiality provision by such permitted recipients.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, provided that trade secrets shall remain protected for as long as they qualify as trade secrets 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes arising under this Agreement.

Entire Agreement; Miscellaneous

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 understandings, agreements, negotiations and discussions, whether oral or written.

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations hereunder. Any purported assignment in violation of this provision shall be void.

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that the individual executing this Agreement on its behalf is duly authorized to bind the party.

Remedies; Limitation of Liability

Except for a party's breach of confidentiality or a party's willful misconduct or gross negligence, neither party shall be liable for incidental, consequential, special, or punitive damages. Each party's aggregate liability for claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Execution and Authority

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic means shall be effective as an original signature. Each undersigned signatory represents and warrants that they have the authority to bind the party on whose behalf they sign.

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