Business Document Salazar

BUSINESS DOCUMENT SALAZAR

This Business Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Provider to perform certain business services described herein and Provider represents that it possesses the skill, experience and personnel necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will perform services for Client, including scope, compensation, confidentiality and remedies for breach.

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider the total amount of $ for the services described above, subject to the schedule below.

Invoicing and Due Date: Provider shall submit invoices in accordance with the schedule above. Payment is due within days of Client's receipt of a correct invoice.

Late Payment: 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, and Client shall be liable for Provider's reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party given at least days prior to the effective date of termination. Termination notice shall state the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach, or immediately if the breach is incapable of cure.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party either orally, in writing, or by inspection, including business plans, trade secrets, customer lists, pricing, and technical information, but excluding information that (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to Confidential Information.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence and use it solely to perform its obligations under this Agreement; (b) restrict disclosure to those 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) implement reasonable security measures to protect Confidential Information.

Compelled Disclosure: If the receiving party is required by law or valid legal process to disclose Confidential Information, it shall provide prompt written notice to the disclosing party to permit the disclosing party to seek protective relief and shall disclose only that portion required.

INTELLECTUAL PROPERTY

Work Product: Unless otherwise agreed in writing, Provider assigns to Client all right, title and interest in and to any deliverables and work product specifically created for Client pursuant to this Agreement. Provider retains ownership of its preexisting intellectual property, tools, templates and methodologies used in performing the services, and grants Client a nonexclusive, nontransferable license to use such background materials only as necessary to use the deliverables.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement, provided that the indemnified party gives prompt written notice of any claim and reasonable cooperation in the defense.

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.

ENTIRE AGREEMENT

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

NOTICES

Client Notice Address

Provider Notice Address

MISCELLANEOUS

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 to a successor in interest in connection with a merger or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, employment relationship, or agency relationship between the parties.

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