Business Document Hunter Hill

BUSINESS DOCUMENT HUNTER HILL

PARTIES

Effective Date:

WHEREAS RECITALS

WHEREAS, Client Name: desires to obtain business services and related deliverables from Service Provider; and

WHEREAS, Service Provider Name: represents that it has the experience, qualifications, and resources to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to define their respective rights and obligations with respect to the performance, payment, confidentiality, and termination of the services provided pursuant to this Agreement.

SCOPE OF WORK

Service Provider shall perform the work and deliver the services described below. The parties acknowledge that specific deliverables, milestones, and acceptance criteria are set forth in the space below and, where applicable, in attachments incorporated by reference.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the services rendered under this Agreement. All amounts are payable in United States dollars unless otherwise stated.

Late Payment: Amounts not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, a minimum late fee of may be charged for each delinquent invoice.

TERM AND TERMINATION

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all nonpublic information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") 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. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (ii) was known to the Receiving Party prior to disclosure as evidenced by written records, (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 Receiving Party shall (a) hold Confidential Information in strict confidence and take reasonable precautions to protect it, (b) use Confidential Information solely to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein. The obligations in this Section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND INSURANCE

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Service Provider shall maintain commercial general liability and, where applicable, professional liability insurance in commercially reasonable amounts during the Term.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section. Notices shall be deemed given when delivered in person, on the date of confirmed delivery by courier, or three business days after deposit with first-class mail.

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 laws principles. The parties agree to attempt to resolve disputes in good faith through negotiation. If the parties cannot resolve a dispute through negotiation within 30 days, either party may pursue any available legal or equitable remedy in the courts of that state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.

SEVERABILITY; ASSIGNMENT

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

ACKNOWLEDGMENT

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the person signing below is duly authorized to execute this Agreement on behalf of such party.

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