Business Document Lapiana

BUSINESS DOCUMENT LAPIANA

This Business Document Lapiana (the "Agreement") is entered into as of by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: desires to engage Provider Name to perform certain business services as described in this Agreement; and

WHEREAS, Provider Name: has represented that it possesses the expertise, personnel and capacity to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the terms governing their relationship, including the scope of services, compensation, confidentiality obligations and other material terms.

SCOPE OF WORK

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards and the schedule agreed between the parties. Deliverables, milestones and acceptance criteria shall be as set forth in the Scope of Work or in any mutually executed statement of work.

PAYMENT TERMS

Provider's invoices shall set forth the amounts due in reasonable detail and supporting documentation for reimbursable expenses. Unless otherwise agreed in writing, Client shall pay undisputed invoices within the Invoice Payment Terms stated above. Late payments shall accrue interest at the Late Payment Fee specified above and Provider may suspend performance for invoices overdue by more than 30 days, after written notice to Client.

Expenses reasonably incurred by Provider in connection with the performance of services will be reimbursed by Client if pre-approved in writing. Maximum single expense without prior approval:

TERM AND TERMINATION

Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation and fails to cure such breach within the Termination Notice Period. Client may terminate for convenience upon providing the notice specified above, in which event Provider shall be entitled to payment for services performed and reasonable, non-cancellable commitments made prior to termination.

CONFIDENTIALITY

"Confidential Information" means 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) was rightfully in the receiving party's possession prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

Each party shall: (i) hold Confidential Information in strict confidence and use it solely for the purposes of performing under this Agreement; (ii) limit disclosure to its employees, contractors and advisors with a need to know and who are under binding confidentiality obligations; and (iii) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Upon termination or upon written request, the receiving party shall return or destroy Confidential Information, except to the extent retention is required by applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction specified above, without regard to choice of law principles. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation; if unresolved, disputes shall be subject to binding arbitration or litigation as the parties may mutually agree.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a change of control, provided that the assignee assumes all obligations.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or joint venture relationship. Provider is solely responsible for its taxes, insurance and benefits.

Indemnification and Limitation of Liability: Each party shall indemnify the other for claims arising from its breach or willful misconduct. Except for liability for willful misconduct or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees paid by Client to Provider in the 12 months preceding the claim.

Notices: Notices shall be in writing and delivered to the addresses provided by the parties. Notice is effective upon personal delivery, confirmed email, or three days after deposit with a nationally recognized overnight courier.

SIGNATURES

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