Business Domestic Document

BUSINESS DOMESTIC AGREEMENT

Effective Date:

PARTIES

RECITALS

WHEREAS, Service Provider provides professional goods and/or services in the ordinary course of its business and represents that it has the capability and resources to perform the work described herein; and

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

WHEREAS, the parties intend for this Agreement to set forth the complete understanding between them with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services and deliverables as described below. The parties acknowledge that any material changes to the scope shall require a written amendment signed by both parties.

PAYMENT TERMS

Contract Amount:

Payment Method:

Late Payment: Any undisputed amount not paid when due shall accrue interest at the rate of per month (or the maximum rate permitted by law, if less). In addition, Service Provider may suspend performance if amounts due are more than days past due after written notice.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if such breach is not cured within days following receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (i) protect Confidential Information of the other party with the same standard of care it uses to protect its own confidential information, but no less than reasonable care, (ii) not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, consultants or advisors who have a need to know and who are bound by obligations of confidentiality at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly available without breach, independently developed by the receiving party without reference to the disclosing party's Confidential Information, or required to be disclosed by law or regulation, provided the receiving party gives prompt notice to allow the disclosing party to seek protective relief.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall seek in good faith to resolve disputes through negotiation, and if unresolved, submit to the exclusive jurisdiction of the courts located in the same state unless the parties agree otherwise in writing.

INDEMNIFICATION

Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, losses or damages arising out of Indemnitor's gross negligence, willful misconduct, or material breach of this Agreement, provided that the Indemnitee gives prompt written notice of the claim and cooperates in the defense and settlement. The Indemnitor shall not settle any claim that imposes liability or obligations on the Indemnitee without the Indemnitee's prior written consent.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations, promises, and understandings, whether written or oral. No amendment or modification shall be effective unless it is in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses set forth below or to such other address as either party may designate in writing.

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