Business Document LIFULL

BUSINESS DOCUMENT LIFULL

Parties and Effective Date

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

Client and Service Provider are each a party and together the Parties. Each Party warrants that it has full corporate or organizational power to enter into and perform this Agreement and that the person signing this Agreement on its behalf is authorized to bind that Party.

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform the services described below, and Service Provider agrees to perform such services pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the Parties intend that the services will be performed in a professional manner consistent with industry standards and that deliverables, if any, will conform to the acceptance criteria agreed in writing by the Parties.

Scope of Work

Service Provider shall perform the scope described above and shall deliver any specified deliverables by the deadlines set forth in writing between the Parties. Any change to the scope of work shall be made only by written change order signed by authorized representatives of both Parties and shall specify any changes to price, schedule, and acceptance criteria.

Payment Terms

If any undisputed amount due under this Agreement is not paid within days after the applicable due date, Service Provider may assess interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue amounts.

Unless otherwise agreed in writing, all fees are exclusive of taxes. Each Party shall be responsible for its own taxes arising from this Agreement; Client shall withhold and remit taxes from payments only as required by law and shall provide appropriate documentation to Service Provider when such withholding occurs.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential. Each Party shall (i) use Confidential Information solely to perform obligations or exercise rights under this Agreement; (ii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidentiality obligations shall continue for following termination or expiration of this Agreement.

Representations, Warranties and Indemnity

Each Party represents and warrants that it has the power and authority to enter into this Agreement and that performance hereunder will not violate any agreement or obligation to any third party. Service Provider warrants that the services will be performed in a professional and workmanlike manner. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from its gross negligence, willful misconduct, or material breach of this Agreement, subject to limitations set forth in a separate written agreement between the Parties if any.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to conflicts of law principles. The Parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, the Parties may pursue any remedies available at law or equity in the courts of the designated jurisdiction.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

Miscellaneous

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

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