Business Document Monticello

BUSINESS AGREEMENT — MONTICELLO

This Business Agreement (the Agreement) is entered into as of by and between:

Client Name: , Address:

Service Provider Name: , Address:

WHEREAS

WHEREAS, Client requires certain business services described herein and desires to engage Service Provider to perform such services on the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the experience, qualifications and ability to perform the services described below and agrees to perform those services in accordance with the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the services described below for Client. The parties may attach or incorporate additional written statements of work as needed; any such attachment shall be governed by the terms of this Agreement.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in exchange for the services rendered. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices are payable within days of receipt unless otherwise agreed in writing. Payments not received within the agreed period shall accrue interest at the rate specified above and Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and continues until (the Term), unless earlier terminated in accordance with this section.

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

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, visually or in writing. The receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its 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 no less restrictive than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) was known by the receiving party prior to disclosure as evidenced by written records; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information. If the receiving party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the disclosing party, at the disclosing party's expense, to seek a protective order or other appropriate remedy.

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 consent to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL PROVISIONS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, agency or joint venture relationship between the parties.

Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate.

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