Business Document Updated Set

BUSINESS DOCUMENT UPDATED SET

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

WHEREAS

WHEREAS, Service Provider operates a business providing professional services and has represented that it possesses the necessary skill, personnel and resources to perform the work described herein; and

WHEREAS, Client desires to engage Service Provider to perform the services set forth in this Agreement under the terms and conditions contained herein; and

WHEREAS, the parties intend that this Agreement set forth their entire agreement with respect to the subject matter hereof and supersede all prior negotiations, proposals and communications, whether written or oral.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. Client shall pay undisputed invoices within days of receipt.

Late Payment: Any undisputed amount not paid when due will bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all reasonable collection costs and attorneys' fees incurred by the non-breaching party.

Expenses: Client will reimburse Service Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with performance of the services upon presentation of substantiating documentation.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective date of termination. Termination shall not relieve Client of liability for accrued but unpaid obligations.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any material obligation under this Agreement if such breach is not cured within 15 days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is marked confidential or by its nature would reasonably be considered confidential.

Obligations: Receiving Party shall: (i) protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (ii) not use Confidential Information for any purpose other than performance under this Agreement; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

Exceptions: Confidential Information shall not include information that (a) is or becomes publicly available other than through breach by Receiving Party; (b) was lawfully in Receiving Party's possession prior to disclosure; (c) is independently developed without use of Disclosing Party's Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without restriction.

Compelled Disclosure: If Receiving Party is compelled by law to disclose Confidential Information, Receiving Party shall provide prompt written notice to Disclosing Party and reasonably cooperate with Disclosing Party's efforts to obtain a protective order or other remedy.

REPRESENTATIONS, WARRANTIES AND INSURANCE

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider further warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider will maintain commercially reasonable insurance covering its performance of services.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, gross negligence, willful misconduct, or liability for personal injury or death, neither party shall be liable to the other for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

ADDITIONAL PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party except that Service Provider may assign receivables. Any attempted assignment in violation of this provision shall be void.

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

Waiver: No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

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