Business Document Paradise

BUSINESS DOCUMENT PARADISE

This Business Services Agreement (the Agreement) is entered into between:

Provider Name:     Provider Address:

Client Name:     Client Address:

RECITALS

WHEREAS, Provider is engaged in the business of providing professional business document drafting, review, and advisory services and possesses the necessary personnel, experience, and expertise to provide such services;

WHEREAS, Client seeks to retain Provider to perform the services described in this Agreement, and Provider is willing to provide such services on the terms and conditions set forth herein;

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

SCOPE OF WORK

Provider shall perform the services described below for Client. Provider shall exercise reasonable skill, care, and diligence customary in the industry in performing the services.

PAYMENT TERMS

Client shall pay Provider for performed services in accordance with the following schedule and amounts.

All invoices are due in full pursuant to the Payment Schedule. If Client fails to make any payment when due, Provider may suspend services until payment is received and shall be entitled to recover reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for the notice period specified above following written notice. Termination does not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each receiving party shall: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as permitted herein; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available other than through a breach of this Agreement, is already rightfully in receiving party's possession, or is independently developed without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising hereunder.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

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

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims, damages, liabilities, costs, and expenses arising out of its breach of this Agreement or its negligent or willful acts or omissions in connection with performance hereunder.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may specify in writing in accordance with this section.

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