Business Document MPC Document

BUSINESS DOCUMENT MPC DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Service Provider: possesses expertise, personnel and resources to perform professional business services described herein; and

WHEREAS, Client: desires to engage Service Provider to perform such services under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Service Provider shall perform the services and deliverables described below. Service Provider will perform such services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All fees are due in U.S. dollars unless otherwise agreed in writing.

Invoices are due within days of receipt. Late payments will incur a late fee of or interest at the rate of , whichever is greater, calculated from the original due date until paid in full.

Payment Method: Wire Check ACH Credit Card

Term and Termination

This Agreement commences on the Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral or electronic, and includes business plans, technical data, pricing, trade secrets, and client lists. The receiving party shall (i) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those contained herein, and (iii) not use Confidential Information except to perform its obligations under this Agreement.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue for as long as the information remains a trade secret under applicable law.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, negotiations, representations and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs. The headings in this Agreement are for convenience only and shall not affect interpretation.

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