Business Document Hinton Burdick

BUSINESS DOCUMENT HINTON BURDICK

This Business Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: with Address: and Service Provider Name: with Address: .

RECITALS

WHEREAS, Client desires to retain the Service Provider to perform certain professional business services described herein, and Service Provider possesses the requisite expertise and agrees to perform such services under the terms set forth in this Agreement;

WHEREAS, the parties intend to set forth the scope, compensation, confidentiality obligations and the terms upon which the services will be provided;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

Service Provider shall perform the services described in the foregoing Scope of Work in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work that materially affects fees or delivery schedules must be documented in a written amendment signed by both parties.

PAYMENT TERMS

Invoices are payable within the period specified in the Payment Schedule. If any undisputed invoice remains unpaid after the due date, Service Provider may assess the Late Payment Fee specified above, and recover reasonable costs of collection, including attorneys' fees. Payments will be applied first to accrued interest and then to principal.

TERM AND TERMINATION

This Agreement commences on the Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Either party may also terminate without cause upon providing the notice required above. Termination shall not relieve Client of its obligation to pay for services rendered and expenses reasonably incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" means nonpublic business, technical or financial information disclosed in any form. Confidentiality obligations shall remain in effect for following termination or expiration of this Agreement, except to the extent disclosure is required by law, regulation or judicial process, provided the Receiving Party gives prompt notice to the Disclosing Party and limits disclosure to the minimum required.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of without regard to that State's conflict of law principles. The parties agree that any dispute arising under this Agreement shall be resolved in courts of competent jurisdiction located in that State.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

Notices must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth above or such other address as either party designates by notice in accordance with this section.

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