Business Document MapleStar

BUSINESS DOCUMENT MAPLESTAR

THIS BUSINESS AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between:

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing specialized business advisory, technology integration, and related professional services detailed herein; and

WHEREAS, Party B desires to retain Party A to perform the services described in this Agreement and Party A is willing to perform such services under the terms and conditions set forth below; and

WHEREAS, the parties intend that this Agreement define the responsibilities, compensation, confidentiality obligations and remedies related to the engagement.

Scope of Work

Party A shall perform the services and deliverables described below. The description below constitutes the primary scope; specific deliverables, milestones, and acceptance criteria shall be as set forth by the parties in writing.

Payment Terms

In consideration for the services rendered by Party A, Party B shall pay compensation in accordance with the following terms.

All fees are exclusive of taxes unless otherwise stated. Party B shall reimburse Party A for pre-approved out-of-pocket expenses. Party A may suspend performance for non-payment after providing written notice and a minimum of five (5) business days to cure.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of breach.

Upon termination, Party A shall deliver all work in progress and invoice for all services performed and expenses incurred up to the effective date of termination. Payment for such work shall be due in accordance with the Payment Terms.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") 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.

The Receiving Party shall (a) use Confidential Information solely for the performance of obligations under this Agreement; (b) 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 reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure as demonstrated by written records; (iii) is lawfully received from a third party without confidentiality obligations; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Notwithstanding the foregoing, trade secrets and other proprietary information will remain protected for as long as permitted by applicable law.

Representations; Warranties; Remedies

Each party represents and warrants that it has full right and authority to enter into this Agreement and to perform its obligations hereunder. Except as expressly set forth in this Agreement, each party disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

The parties agree that monetary damages may be an inadequate remedy for breach of certain provisions of this Agreement, including confidentiality obligations, and that injunctive relief may be appropriate in addition to any other remedies available at law or in equity.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its choice of law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days after a party's written notice of dispute, the dispute may be resolved by binding arbitration if the parties mutually agree in writing, otherwise by a court of competent jurisdiction in the governing state.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Amendment: No amendment to this Agreement is effective unless in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, together with any exhibits or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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