Business Document IGNORE

BUSINESS DOCUMENT IGNORE

Parties

Recitals

WHEREAS, Client desires to retain Service Provider to perform certain business services as described herein and Service Provider represents that it has the qualifications, experience, and ability to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide services to Client, including scope, compensation, and confidentiality obligations;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services, deliverables, and tasks described below in a professional and workmanlike manner consistent with industry standards. Changes to the Scope of Work must be agreed in writing by authorized representatives of both parties.

Payment Terms

Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and conditions set forth. All fees are exclusive of taxes, which shall be the responsibility of the party required by law to pay them.

Service Provider shall submit invoices to Client at the intervals specified above. Unless otherwise agreed, amounts not paid when due shall accrue interest at the rate set forth in the Late Payment Fee and the Client shall be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until the Completion Date unless earlier terminated in accordance with this section.

Effective Date: . Completion Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party (the Receiving Party) shall hold in confidence all non-public information disclosed by the other party (the Disclosing Party) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that: (a) was in the public domain at the time of disclosure; (b) becomes part of the public domain through no fault of the Receiving Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall not disclose Confidential Information to any third party except to its employees, contractors, and professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations of confidentiality shall survive termination of this Agreement for a period of or for the duration required by applicable law, whichever is longer.

Representations, Warranties and Relationship

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the services will be performed in a professional and workmanlike manner. The parties agree that Service Provider is an independent contractor and not an employee, partner, or agent of Client.

Notices

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

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 conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedies available at law or in equity.

Limitation of Liability

Except for liabilities arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of either party for claims arising out of or related to this Agreement shall not exceed the total amount of fees paid by Client to Service Provider under this Agreement.

Assignment; Severability

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

Entire Agreement

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 agreements, understandings, negotiations and discussions, whether oral or written. Any amendments must be in writing and signed by authorized representatives of both parties.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed binding for all purposes.

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