Business Draft Packet

BUSINESS DRAFT PACKET

Parties and Effective Date

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

Recitals

WHEREAS, Client Name: requires the drafting, preparation and delivery of business documents, corporate materials, and related advisory services as set forth herein;

WHEREAS, Service Provider Name: represents that it has the experience, personnel and capacity to perform such drafting services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services described in this Agreement.

Scope of Work

Payment Terms

Client agrees to pay Service Provider the Total Contract Amount of $ (USD) in accordance with the schedule below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall incur a late fee of % per month on the outstanding balance after a grace period of days. Client will also be responsible for reasonable collection costs and interest to the extent permitted by law.

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 for convenience upon written notice of days to the other party. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in any form that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure; (c) is received from a third party without breach of a confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) not use Confidential Information other than to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein. Confidential obligations shall survive termination of this Agreement for years.

Intellectual Property and Use

Unless otherwise agreed in writing, all original materials and drafts prepared by Service Provider specifically for Client under this Agreement (the "Work Product") shall be considered works made for hire and ownership shall vest in Client upon receipt of full payment. Service Provider retains the right to use non-confidential knowledge, skills and general methodologies developed or used in performing the services.

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 conflict of laws principles. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration in the agreed forum unless otherwise required by law.

Representations; Warranties; Liability

Each party represents and warrants that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR DIRECT DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT.

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 hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Acknowledgement

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the respective parties and that the information provided in this Business Draft Packet is true and correct to the best of their knowledge.

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