Business Document Wittgren

Business Document Wittgren

This Business Services Agreement (the "Agreement") is made effective as of Effective Date: by and between Client Name: , Address: , and Service Provider: , Address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform certain business services described herein and Provider has the capacity and expertise to provide such services under the terms of this Agreement.

WHEREAS, Provider agrees to perform the services for Client in accordance with the scope, schedule and payment terms set forth in this Agreement, and both parties intend to be legally bound by the terms herein.

WHEREAS, the parties wish to set forth their entire understanding regarding the engagement and to define their respective rights and obligations.

SCOPE OF WORK

PAYMENT TERMS

Compensation: Client shall pay Provider a total fee of $ (the "Fee") for the services described in this Agreement. Fees do not include applicable taxes unless otherwise agreed in writing.

Invoicing and Payment: Provider shall submit invoices in accordance with the Payment Schedule. Client shall pay invoices within days of receipt unless otherwise specified. Payments shall be made to Provider at the address or account designated in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of % per month (or the maximum allowed by applicable law), plus reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon providing written notice at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party, whether orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except as permitted by this Agreement, and (c) use Confidential Information solely for the purposes of performing under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential materials.

Exclusions: 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 restriction, (iii) is independently developed by the receiving party without use of Confidential Information, or (iv) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice and limits scope of disclosure.

Duration: The confidentiality obligations shall remain in effect for a period of years following termination or expiration of this Agreement.

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

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, representations and warranties, whether written or oral, relating to the subject matter hereof.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

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 either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control of the assigning party.

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

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as either party designates by notice. Notices shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

EXECUTION

The parties have executed this Agreement through authorized representatives as of the dates set forth below.

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