Business Document Natural Amber

BUSINESS DOCUMENT NATURAL AMBER

Parties and Recitals

Client Name:    Contractor Name:

Effective Date:

WHEREAS, Client engages Contractor to provide services and deliverables related to the sourcing, appraisal, processing, and sale of natural amber and associated services as further described below; and

WHEREAS, Contractor represents that it has the necessary expertise, personnel, facilities and authority to perform the services described herein in a professional manner consistent with industry standards; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows.

Scope of Work

Contractor shall perform the services described above and deliver all agreed deliverables to Client in accordance with the schedule set forth in the Scope of Work. Contractor shall at all times comply with applicable law and exercise commercially reasonable efforts to safeguard Client property and the confidentiality of any material provided by Client.

Payment Terms

Unless otherwise stated in the Payment Schedule, invoices are due within days of invoice date. Overdue amounts shall accrue the Late Payment Charge until paid. Client shall reimburse Contractor for reasonable collection costs, including attorneys' fees, for overdue payments.

Term and Termination

Term Start Date:    Term End Date:

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

Upon termination for any reason, Contractor shall deliver to Client all completed deliverables and work in progress, and Client shall pay Contractor for all services performed and approved expenses incurred through the effective date of termination, subject to any offsets permitted by this Agreement.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement, whether orally, visually, or in writing, 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 obligations in this Confidentiality section shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a strict need to know the information in order to perform this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those contained herein. The confidentiality obligations shall survive termination of this Agreement for a period of years, or indefinitely as required by law for trade secrets.

Warranties; Liability

Contractor warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for damages arising from willful misconduct or gross negligence, in no event shall either party be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party to the other for any claim arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Contractor under this Agreement in the six (6) months preceding the claim.

Independent Contractor

Contractor is an independent contractor and not an employee, agent, joint venturer or partner of Client. Contractor shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an employer or independent contractor.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If unresolved within thirty (30) days, the parties may pursue any remedy available at law or in equity in the courts of the chosen jurisdiction.

Entire Agreement; Amendment

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

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by written notice.

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