Business Draft Document

BUSINESS DRAFT DOCUMENT

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 Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, expertise and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which the Service Provider will provide services to the Client.

SCOPE OF WORK

Service Provider shall perform the services described below and any additional tasks reasonably related to such services as requested in writing by Client. The Scope of Work shall include deliverables, milestones, and acceptance criteria as set forth below.

PAYMENT TERMS

Client shall pay Service Provider the fees as set forth in this section in consideration for the performance of the services. All amounts are in U.S. dollars unless otherwise stated.

Any amount not paid when due shall bear interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally, visually, in writing or through electronic means, including but not limited to business plans, customer lists, pricing, trade secrets, technical data, software, and financial information. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that (a) is or becomes generally known to the public other than by disclosure in violation of this Agreement, (b) was in Recipient's lawful possession prior to receipt from Discloser, (c) is rightfully received by Recipient from a third party without restriction, or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information and certify such return or destruction in writing upon request. The obligations in this section shall survive for a period of three (3) years following termination of this Agreement, except that trade secrets and certain proprietary technical information shall remain protected for so long as such information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR

Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employer-employee relationship between the parties. Service Provider shall be solely responsible for all taxes, withholdings and other statutory or contractual obligations of any sort.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice in accordance with this section. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to a nationally recognized overnight courier, or three (3) business days after posting by certified mail, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered in the agreed forum selected by the parties, or, if not agreed, in the county where Client's primary place of business is located, subject to the exclusive application of the governing law stated above. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral agreements, proposals and communications relating to the subject matter. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in whole or in part to an affiliate or in connection with a merger or sale of substantially all of its assets. Any purported assignment in violation of this section shall be null and void.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the original intent of the parties as closely as possible.

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