Business Document JORDY

BUSINESS DOCUMENT JORDY

Parties and Effective Date

Client Name:   Client Address:

Contractor Name:   Contractor Address:

Effective Date:

Recitals (WHEREAS)

WHEREAS, Client Name: desires to engage Contractor Name: to perform certain services described below; and

WHEREAS, Contractor represents that it has the skill, experience, personnel and resources required to perform the services in a professional and timely manner in accordance with the terms of this Agreement effective as of the Effective Date set forth above.

Scope of Work

Contractor shall perform the work and deliverables described below. Contractor shall perform all services in a professional manner consistent with industry standards and within the time periods specified herein.

Payment Terms

Contract Price (Total Amount Payable):

Invoices shall be submitted to:

Late Payment Fee:   Payment due within days of invoice receipt.

All payments are due in United States Dollars unless otherwise agreed in writing. Client may withhold amounts if Contractor materially fails to perform; such disputes shall be addressed in accordance with the dispute resolution provisions of this Agreement.

Term and Termination

Term Start Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately upon written notice for the other party's material breach that remains uncured for a period of 30 days following receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party and limits disclosure to the minimum legally required.

Each party shall: (i) hold the other party's Confidential Information in strict confidence; (ii) not use such Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose such Confidential Information to any third party except to its employees, agents or contractors having a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. The confidentiality obligations shall survive termination 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 conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement, subject to any alternative dispute resolution provisions agreed below.

Entire Agreement; Miscellaneous

This Agreement, including the Scope of Work and payment provisions set forth herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any modification or waiver of any provision of this Agreement must be in writing and signed by duly authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Representations and Warranties

Each party represents and warrants that it has the full corporate power and authority to enter into and perform this Agreement, that execution of this Agreement has been duly authorized, and that this Agreement is a valid and binding obligation enforceable against such party in accordance with its terms.

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