Business Document Goldberg

BUSINESS DOCUMENT GOLDBERG

This Business Document Goldberg (the "Agreement") is made and entered into as of by and between the parties below.

Parties

Client Name:    Client Entity Type: Individual Corporation LLC

Service Provider Name:    Provider Entity Type: Individual Corporation LLC

WHEREAS / Recitals

WHEREAS, Client desires to obtain certain business services and deliverables described herein and Provider has the experience, personnel and capacity to perform such services on the terms set forth in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and termination of the relationship; and

WHEREAS, the parties intend that this Agreement constitute the complete and exclusive statement of their agreement with respect to the subject matter hereof.

Scope of Work

Provider shall perform the services, tasks and deliverables described in the Scope of Work below. Provider shall perform all services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider in accordance with the schedule and amounts set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Invoices are due and payable within days of receipt. Late payments shall accrue interest at a rate of , and Client shall be responsible for reasonable costs of collection, including legal fees.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of its obligation to pay for services rendered through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in any form 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.

Each party agrees to: (a) hold Confidential Information of the disclosing party in strict confidence; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) restrict disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations of confidentiality shall not apply to information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The parties acknowledge that breach of this confidentiality provision would cause irreparable harm for which monetary damages may be insufficient; accordingly, the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of years.

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-law rules. 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 & Miscellaneous

This Agreement, including all exhibits and written attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly 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.

Neither party shall assign its rights or delegate its obligations under this Agreement 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 assets, or change of control provided that the assignee assumes Provider's obligations hereunder.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

Remedies and Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of the confidentiality obligations herein, neither party shall be liable to the other for consequential, incidental or punitive damages. Provider's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the six (6) month period preceding the claim.

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