Business Engagement Set

BUSINESS ENGAGEMENT SET

This Business Engagement Agreement (the Agreement) is entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain professional services described herein and Service Provider is willing to provide those services under the terms and conditions set forth in this Agreement;

WHEREAS, Service Provider represents that it has the experience, qualifications, personnel and resources necessary to perform the Scope of Work and will perform those services in a professional and workmanlike manner in accordance with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall provide the professional services, deliverables and milestones described below. Any material changes to scope shall require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees and expenses set forth below in consideration for the services rendered. Fees are exclusive of applicable taxes unless otherwise stated.

Payments are due within days of invoice date. Late payments shall incur interest at % per month (or the maximum rate permitted by law), and Client will reimburse Service Provider for any reasonable collection costs.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breach is not cured within days after written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party in connection with this Agreement. Each party shall: (i) hold Confidential Information in confidence using at least the same standard of care it uses to protect its own confidential information; (ii) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (iii) use Confidential Information solely for the performance of its obligations under this Agreement.

Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of Confidential Information.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict-of-law rules. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, disputes shall be resolved in the courts located in the applicable county of the governing state.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct, subject to any limitations of liability set forth herein.

ENTIRE AGREEMENT

This Agreement, including any attachments or referenced exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

SIGNATURES

The persons signing below represent and warrant that they are authorized to bind the respective parties to this Agreement.

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