Business Encore Agreement

BUSINESS ENCORE AGREEMENT

THIS BUSINESS ENCORE AGREEMENT (the "Agreement") is entered into as of Effective Date: by and between:

Party A: Client Name: with principal place of business at:

Party B: Service Provider Name: with principal place of business at:

RECITALS

WHEREAS, Party A has engaged Party B to perform certain business services and desires, upon completion of an initial engagement, to retain Party B for additional follow-on services (the "Encore Services") consistent with Party A's ongoing business objectives; and

WHEREAS, Party B represents that it has the expertise, personnel and resources to perform the Encore Services in a professional manner and on the schedule required by Party A; and

WHEREAS, the parties wish to set forth the terms and conditions under which Party B will provide the Encore Services to Party A.

SCOPE OF WORK

Description of Encore Services to be provided by Party B:

Party B shall perform the Scope of Work in accordance with the timeline and milestones agreed in writing by the parties. Party B shall assign qualified personnel and use commercially reasonable efforts to meet deliverables and deadlines.

PAYMENT TERMS

Compensation: Client shall pay Provider the fees set forth below in consideration for the Encore Services. All fees are exclusive of applicable taxes and reimbursable expenses unless expressly stated otherwise.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of (i) % per month compounded monthly or (ii) the maximum rate permitted by applicable law. In addition, a late fee of $ may be charged for each late invoice after five (5) days past due.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated confidential or that, under the circumstances, a reasonable person would understand to be confidential.

Obligations: The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

Exclusions: Confidential Information shall not include information that (a) is or becomes generally available to the public through no wrongful act of the Receiving Party, (b) was known to the Receiving Party at the time of disclosure without restriction, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has complied with this obligation, except that one archival copy may be retained solely to ensure compliance with legal obligations.

Duration: The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: 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.

Venue: The parties agree that the state and federal courts located in the county of the governing state shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party hereby submits to the personal jurisdiction of such courts.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

Amendment: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Independent Contractors: The parties are independent contractors. Nothing herein shall create an employer-employee, agency, joint venture or partnership relationship between the parties.

ENTIRE AGREEMENT

This Agreement, together with any attachments and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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