Business Document Rodriguez

BUSINESS DOCUMENT RODRIGUEZ

Effective Date:

Client Name:    Client Title/Role:

Service Provider Name:    Provider Entity Type: LLC Corporation Individual

WHEREAS

WHEREAS, Client is engaged in lawful business operations and seeks specialized services to accomplish certain business objectives; and

WHEREAS, Service Provider represents that it has the professional qualifications, experience and expertise to perform the services described in this Agreement and agrees to perform such services for Client under the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client and Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall include, at a minimum, the deliverables, tasks and timelines set forth in the Scope of Work field. Any material changes to the Scope of Work must be agreed in writing by both parties and any additional fees or schedule adjustments shall be set forth in a written amendment signed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a total fee of $ (the "Total Fee") for the Services described in this Agreement. Payment shall be made in accordance with the schedule below.

Deposit (if any): $ payable upon execution of this Agreement. Subsequent payments are due as specified in the payment schedule.

Late Payments: Any amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, plus reasonable collection costs. In addition, Client shall pay a late fee of of the overdue amount per month.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for days after written notice of the breach.

Effect of Termination: Upon termination, Service Provider shall deliver all work in progress and Client shall promptly pay for all Services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party to the other, whether oral or written, 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.

Non-Disclosure: Each party agrees to: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect the confidentiality of such Confidential Information.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without breach of an obligation of confidentiality; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided that the receiving party gives prompt notice to the disclosing party and cooperates in any available effort to limit disclosure.

Duration: The confidentiality obligations shall remain in effect for years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

During the Term and for months thereafter, neither party shall solicit the other party's employees or independent contractors directly engaged on the Services without prior written consent.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all of its assets.

Independent Contractor: The parties agree that Service Provider is an independent contractor and not an employee, agent or partner of Client. Service Provider shall be responsible for all taxes, withholdings and other statutory obligations with respect to compensation paid hereunder.

NOTICES

Notices shall be in writing and delivered by hand, reputable overnight carrier, or certified mail (return receipt requested) to the addresses specified above, or to such other address as either party may designate by written notice to the other in accordance with this section.

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