Business Document JONNA

BUSINESS DOCUMENT JONNA

This Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: with business address: and Service Provider Name: with business address: .

Recitals

WHEREAS, Client requires certain professional services related to the business activities described herein; and

WHEREAS, Service Provider represents that it possesses the skill, qualifications and resources necessary to provide such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms under which Service Provider will perform services for Client and the compensation therefor.

Scope of Work

Service Provider shall perform the services described below and any ancillary tasks reasonably necessary to accomplish those services. The description below is intended to set forth the primary obligations of Service Provider; specific deliverables and acceptance criteria shall be as agreed in writing.

Payment Terms

In consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees and reimbursements set forth below. All amounts are payable in lawful currency of the United States unless otherwise specified.

Late fees shall accrue on any past-due amount at the rate entered above (or, if no rate is entered, a reasonable rate not to exceed the maximum allowed by law). Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting past due amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing the notice period indicated above. Upon termination for convenience, Client shall pay Service Provider for all work performed and expenses properly incurred through the effective date of termination, subject to any offsets permitted under this Agreement.

Either party may terminate for material breach if the breaching party fails to cure the breach within the cure period specified above following written notice. Termination for cause does not relieve the breaching party of liability for damages resulting from the breach.

Confidentiality

Each party acknowledges that in the course of performing under this Agreement it may receive Confidential Information of the other party. "Confidential Information" means information 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.

The receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) use Confidential Information only for the purposes of performing under this Agreement; and (c) 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 obligations of confidentiality at least as protective as those in this Agreement.

Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising under this Agreement.

Miscellaneous

Entire Agreement: This Agreement (including any exhibits or attachments executed by the parties) constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written.

Assignment; Independent Contractor: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business. Service Provider is an independent contractor and not an employee, agent, or legal representative of Client for any purpose.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third party claims arising from its negligence, willful misconduct, or material breach of this Agreement, subject to any limitations on liability set forth herein.

Notices

Any notice required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Notices are effective upon receipt.

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