Business Drafting Assistance Form

BUSINESS DRAFTING ASSISTANCE FORM

This Business Drafting Assistance Agreement (the Agreement) is entered into by and between:

WHEREAS

WHEREAS, Client seeks professional drafting assistance to prepare, review and revise business documents, contracts, policies and related transactional materials as described herein; and

WHEREAS, Provider possesses the experience, qualifications and personnel necessary to perform such drafting services and is willing to render such services to Client under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Provider shall perform drafting services as described in the scope below. Deliverables shall include any drafts, redlines, final documents and reasonable revisions expressly listed. Any services beyond the scope require prior written authorization and will be billed in accordance with Section 2.

2. PAYMENT TERMS

Client agrees to compensate Provider for services rendered as set forth below. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Late payments shall accrue interest as set forth below.

Provider may suspend work if invoices are not paid within the agreed period after written notice. Client is responsible for reasonable collection costs for delinquent amounts.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Upon termination, Provider shall deliver completed work and Client shall pay for all services performed and expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

Each party acknowledges that in connection with performance under this Agreement it may receive or have access to Non-Public Confidential Information of the other party. "Confidential Information" means business, technical, financial and other non-public information disclosed in connection with this Agreement.

Each receiving party shall: (a) maintain Confidential Information in strict confidence using at least reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, advisors or contractors who have a need to know and are bound by obligations of confidentiality at least as restrictive as those set forth herein.

The obligations of confidentiality do not apply to information that: (i) is or becomes public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession without restriction prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to allow the disclosing party to seek protective measures.

5. INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Client shall own the final documents delivered to Client upon full payment of all fees due for such deliverables. Provider retains ownership of any drafting tools, templates, methodologies and work product not specifically created for Client or not paid for in full. Provider grants Client a non-exclusive license to use any retained templates solely for Client's internal purposes if expressly provided in writing.

6. REPRESENTATIONS; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Provider will perform services in a professional manner consistent with prevailing standards for comparable providers. EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

8. ENTIRE AGREEMENT; AMENDMENT

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

9. 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 may designate by notice to the other. Notices shall be effective upon receipt.

10. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and no joint venture, partnership or employment relationship is created by this Agreement. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may subcontract portions of the services to qualified third parties so long as Provider remains responsible for performance.

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