Business Duplicate Engagement Letter

BUSINESS DUPLICATE ENGAGEMENT LETTER

This Engagement Letter (the "Letter") is made effective as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client Name: desires to retain Service Provider Name to perform certain professional services in accordance with the terms and conditions set forth herein;

WHEREAS, Service Provider Name represents that it has the experience and capability to perform such services and is willing to provide such services on the terms set forth in this Letter;

WHEREAS, this Engagement Letter is executed in duplicate, one original to be retained by each party, and each duplicate shall constitute an original and be equally enforceable.

SCOPE OF WORK

Service Provider shall perform the services described below. The parties intend that the description identifies the core deliverables, responsibilities, and milestones; additional tasks shall be subject to written agreement and additional fees where applicable.

PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider the fees and expenses set forth below in accordance with the schedule and manner provided. All fees are exclusive of taxes which shall be the responsibility of the party required by law to remit the same.

TERM AND TERMINATION

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

Either party may terminate this engagement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence all non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") in connection with this engagement. Confidential information excludes information that is or becomes public through no breach by the Receiving Party, was rightfully known by the Receiving Party prior to disclosure, or is independently developed by the Receiving Party without use of the Disclosing Party's confidential information.

The Receiving Party shall use confidential information solely to perform its obligations under this Letter and shall not disclose such information to any third party except to its employees or permitted contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or upon written request, the Receiving Party shall promptly return or, at the Disclosing Party's direction, destroy all confidential materials and certify such return or destruction in writing.

I acknowledge and agree to the confidentiality obligations set forth above.

GOVERNING LAW

This Letter 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 disputes arising out of or relating to this Letter.

ENTIRE AGREEMENT

This Letter, including any attachments or statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Letter is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the parties' original intent.

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