Business Document Lakeview

BUSINESS DOCUMENT LAKEVIEW

Effective Date:

Recitals

WHEREAS, Party A desires to engage Party B to perform certain business services described herein and Party B has the capability and willingness to provide such services pursuant to the terms of this Agreement;

WHEREAS, the parties intend that the services described in this Agreement shall be performed in a professional, timely manner and that compensation and responsibilities shall be allocated as set forth below;

WHEREAS, the parties enter into this Agreement for the mutual benefits and subject to the covenants and conditions contained herein.

Scope of Work

Party B shall perform the services and deliverables as described below. Party B shall provide qualified personnel, materials and supervision necessary to perform the work in a competent and workmanlike manner in accordance with industry standards.

Payment Terms

Total Contract Amount: $. Payment shall be made in accordance with the schedule below.

Deposit: $ to be paid upon execution. Balance due upon completion of final deliverable or per milestone.

Invoices issued by Party B are payable within days of receipt. Late payments shall incur a late fee of on the unpaid balance, accruing monthly, plus any costs of collection, including reasonable attorney fees.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for days following written notice of such breach.

Upon termination, Party B shall deliver all completed work and invoices for all work performed through the termination date. Payment shall be made for all undisputed fees and reimbursable expenses incurred prior to termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes but is not limited to technical data, trade secrets, business and marketing plans, financial information, and customer lists.

Each recipient shall (a) maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care that it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information only for the purposes of performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement by recipient; (ii) is rightfully received from a third party without restriction and without breach; (iii) is independently developed by recipient without use of or reference to Confidential Information; or (iv) is required to be disclosed by law, provided recipient gives prompt written notice and cooperates with the disclosing party in limiting the disclosure.

Confidentiality obligations shall survive for years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

Governing Law

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

Entire Agreement and Miscellaneous

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Party B may assign this Agreement to a successor in interest in the event of a merger or sale of substantially all of its assets, provided the assignee agrees in writing to assume Party B's obligations hereunder. Any attempted assignment in violation of this provision shall be void.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith a substitute provision that most nearly reflects the parties' original intent.

Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at their notice addresses set forth above, or to such other address as either party may designate by notice to the other, and shall be deemed given when delivered in person, by reputable overnight courier, or three business days after deposit in the United States mail, certified or registered, postage prepaid.

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