Business Document Quintana

BUSINESS DOCUMENT QUINTANA

This Business Document Quintana (the "Agreement") is entered into as of by and between Client Name: with principal place of business at and Provider Name: with principal place of business at .

WHEREAS

WHEREAS, Client requires certain business services and deliverables described in this Agreement; and

WHEREAS, Provider has represented that it has the professional capability, experience and resources necessary to perform the services described herein and is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliver the work products described below (the "Services"). Provider shall perform the Services in a professional manner consistent with industry standards and in accordance with the schedule agreed by the parties.

2. Payment Terms

2.1 Contract Price. Client shall pay Provider the total contract price of $ unless otherwise agreed in writing.

2.2 Late Payment. Amounts not paid when due shall accrue interest at a rate of 1.5% per month (or the maximum lawful rate if lower). In addition to interest, Client shall be responsible for all collection costs, including reasonable attorneys' fees, incurred by Provider in collecting overdue amounts.

2.3 Returned Payment Fee. A fee of $ will be charged for any returned check or payment instrument.

3. Term and Termination

3.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

3.4 Effect of Termination. Upon termination, Provider shall cease work and Client shall promptly pay Provider for all Services performed and non-cancellable obligations incurred through the effective date of termination. Sections regarding confidentiality, payment of accrued amounts, indemnity and governing law shall survive termination.

4. Confidentiality

4.1 Definition. "Confidential Information" means non-public proprietary or business information disclosed by a party (the "Discloser") to the other party (the "Recipient") in any form, including technical, financial, operational, marketing and strategic information, whether disclosed orally, in writing or electronically.

4.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Recipient; (b) was lawfully known to the Recipient prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

4.3 Obligations. The Recipient shall (i) use Confidential Information solely for the purpose of performing under this Agreement, (ii) restrict access to Confidential Information to those employees, contractors and agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) exercise reasonable care to protect Confidential Information from unauthorized use or disclosure.

4.4 Disclosure Required by Law. If the Recipient is compelled by law to disclose Confidential Information, the Recipient shall provide the Discloser prompt written notice to allow the Discloser to seek protective relief and shall disclose only that portion of the Confidential Information legally required to be disclosed.

4.5 Duration. The confidentiality obligations of the parties shall survive termination or expiration of this Agreement for a period of years, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party submits to the exclusive jurisdiction of the state and federal courts located in such state for purposes of any action or proceeding arising out of or relating to this Agreement.

6. Entire Agreement

This Agreement, including any exhibits and written attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements, proposals, negotiations and communications. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

7. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand delivery, certified mail (return receipt requested), or recognized overnight courier, and shall be effective upon receipt.

8. Miscellaneous Provisions

8.1 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 Provider may assign to an affiliate or as part of a sale of substantially all of its assets.

8.2 Independent Contractor. Provider is an independent contractor and nothing in this Agreement shall create an employment, agency or joint venture relationship between the parties.

8.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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