Business Duplicate Agreement

BUSINESS DUPLICATE AGREEMENT

This Business Duplicate Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Party A is engaged in providing certain business services or products and has agreed to provide those services as set forth in this Agreement; and

WHEREAS, Party B desires to obtain such services or products from Party A on the terms and conditions contained in this Agreement; and

WHEREAS, the parties desire to execute this Agreement in duplicate originals, each of which shall be considered an original and which together shall constitute one and the same agreement.

SCOPE OF WORK

Party A shall perform the services and deliverables described below in accordance with the terms of this Agreement. The parties may modify the scope only by a written amendment signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party B shall pay Party A in accordance with the following terms.

All amounts due are exclusive of taxes. If Party B fails to pay any undisputed sum by the due date, Party A may suspend performance after seven (7) days' written notice and shall be entitled to interest and the late fee described above until paid in full. Collection costs, including reasonable attorneys' fees, shall be recoverable by the prevailing party.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

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 specified above. Termination shall not relieve either party of obligations that accrued prior to termination. Provisions that by their nature survive termination shall survive, including payment obligations, confidentiality, indemnities, and governing law clauses.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose or use, except in performance of its obligations under this Agreement, any non-public, proprietary, or confidential information of the other party (the "Disclosing Party"). Confidential information does not include information that: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's confidential information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and, to the extent lawful, an opportunity to seek protective measures.

The parties agree that monetary damages may be inadequate to remedy a breach of confidentiality and that the Disclosing Party shall be entitled to injunctive or other equitable relief in addition to any other remedies available at law or in equity. The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, unless a longer period is specified in writing.

Mutual confidentiality One-way: Party A discloses to Party B One-way: Party B discloses to Party A

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and subsequent written amendments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

COUNTERPARTS; DUPLICATE ORIGINALS; ELECTRONIC SIGNATURES

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The parties agree that delivery of executed signature pages by electronic transmission (including PDF or facsimile) shall have the same force and effect as delivery of original signatures.

REPRESENTATIONS; AUTHORITY

Each party represents and warrants that it has full corporate power and authority to enter into and perform its obligations under this Agreement, that the person signing on its behalf is duly authorized to do so, and that execution of this Agreement does not violate any other agreement or obligation of such party.

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