Business Duplicate Contract

BUSINESS DUPLICATE CONTRACT

This Business Duplicate Contract (the "Agreement") is made and entered into as of Effective Date: by and between Party A: with principal place of business at , and Party B: with principal place of business at .

WHEREAS

WHEREAS, Party A is engaged in the business of providing goods and/or services as described herein and has the experience and capacity to perform the Scope of Work set forth below;

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth in this Agreement, and Party A agrees to perform such services for Party B;

WHEREAS, this Agreement is executed in duplicate, such that each executed counterpart shall be deemed an original for all legal purposes.

1. SCOPE OF WORK

Party A shall perform the services and deliver the goods described below in a professional, workmanlike manner consistent with industry standards. Specific tasks, deliverables, milestones and acceptance criteria are described in the space below.

2. PAYMENT TERMS

As full compensation for the services and deliverables described in Section 1, Party B shall pay Party A in accordance with the following terms:

All payments shall be made in lawful currency. If any amount due under this Agreement is not paid within Payment Period: days after receipt of an undisputed invoice, Party A may assess a late fee of % per month on the outstanding balance, compounded monthly, or a flat fee of , whichever is greater.

3. TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for convenience upon written Notice Period: days' notice to the other party.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within Cure Period: days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Party B shall pay Party A for services performed and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

4. CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by either party to the other, whether written, oral, electronic or physical, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligation: The receiving party shall (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of 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 its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed without use of or reference to the disclosing party's Confidential Information.

Remedies: The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages would be inadequate and that the disclosing party shall be entitled to equitable relief, including injunction, in addition to any other remedies available at law or in equity.

5. NOTICES

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

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, including any attachments and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations and understandings, whether written or oral. No modification of this Agreement will be effective unless in writing and signed by both parties.

9. MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations under this Agreement.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Execution in Duplicate: The parties agree that this Agreement may be executed in two or more counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.

Acknowledgement: Each party acknowledges that it has read and understands this Agreement and that it has had the opportunity to seek independent legal advice.

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