Business Document Zecher 1003

BUSINESS DOCUMENT ZECHER 1003

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to obtain certain business services from Service Provider relating to commercial operations, business planning, and advisory services; and

WHEREAS, Service Provider has represented that it possesses the experience, personnel, and resources necessary to perform such services and is willing to provide those services to Client under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth in writing their respective rights, duties and obligations with respect to such services.

Scope of Work

Service Provider shall perform the services described below in a professional and timely manner in accordance with industry standards. The parties agree that the following description constitutes the core scope of services to be provided:

Payment Terms

As consideration for the performance of the Scope of Work, Client shall pay Service Provider the fees and expenses described below.

Late payments shall accrue interest at the rate of on the outstanding balance, compounded monthly, plus any reasonable collection costs incurred by Service Provider.

Term and Termination

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the intended termination date. Termination for material breach shall be effective if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") acknowledges that in the course of performance it may receive Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The Receiving Party shall (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) protect such information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law. Confidentiality obligations shall survive termination for a period of years from the date of termination.

Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) was already known by the Receiving Party prior to disclosure; or (iv) is independently developed without use of the Disclosing Party’s Confidential Information.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider shall retain ownership of its pre-existing intellectual property and methodologies. To the extent Service Provider creates deliverables specifically for Client under this Agreement (the "Work Product"), Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment of fees due for those deliverables, except for any third-party materials or Service Provider tools identified in writing prior to delivery.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party’s gross negligence or willful misconduct in connection with this Agreement.

Notices

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles. The parties agree to attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If the parties cannot resolve a dispute through negotiation within 45 days, either party may pursue any remedies available at law or in equity.

Entire Agreement; Amendment

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets so long as the assignee assumes all obligations hereunder.

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