Business Document McCracken

BUSINESS DOCUMENT MCCRACKEN

Parties

Recitals

WHEREAS, Client Name: desires to engage Contractor to perform certain business services described herein;

WHEREAS, Contractor Name: represents that it has the capacity, experience and personnel to perform such services;

WHEREAS, the parties wish to set forth the terms and conditions under which the services will be provided effective as of Effective Date: .

Scope of Work

Contractor shall perform the services described below for Client in a timely and professional manner in accordance with industry standards.

Payment Terms

Compensation. Client shall pay Contractor the total amount set forth below in consideration for the services performed under this Agreement.

Late Payment. Any amount not received by Contractor within days after the applicable due date shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, plus all costs of collection, including reasonable attorney fees.

Term and Termination

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

Termination for Convenience. Either party may terminate this Agreement for any reason upon written notice delivered to the other party at least days prior to the effective date of termination.

Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.

Obligations. The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement, and (c) use Confidential Information solely to perform obligations under this Agreement.

Exclusions. Confidential Information does not include information that (i) is or becomes publicly available through no breach by the receiving party, (ii) is rightfully received from a third party without restriction, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is required to be disclosed by law, provided that the receiving party gives prompt written notice and cooperates to seek a protective order.

Duration. The obligations under this Confidentiality provision shall continue for a period of years following termination or expiration of this Agreement.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement, and that the execution, delivery and performance of this Agreement will not violate any agreement or obligation with any third party.

Limitation of Liability

Except for liability arising from breach of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and the aggregate liability of either party arising out of this Agreement shall not exceed the total amounts paid under this Agreement during the twelve (12) month period preceding the event giving rise to liability.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of laws principles.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets or equity.

Acknowledgment

Each signatory below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for whom they sign and that execution of this Agreement by such party will bind that party to the terms hereof.

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