Business Engle Document

BUSINESS ENGLE DOCUMENT

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

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client is engaged in the operation of a business requiring certain consulting, advisory and project services in connection with Client's commercial objectives; and

WHEREAS, Service Provider represents that it has the professional expertise, personnel and resources necessary to perform the services described herein and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which Service Provider will perform services for Client and under which Client will compensate Service Provider.

SCOPE OF WORK

Service Provider shall perform the services described below (the Services). The Services, deliverables and acceptance criteria shall be as set forth in the Scope of Work field below. Service Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the Services as follows.

Service Provider shall submit invoices in accordance with the schedule above. Client shall pay undisputed invoices within days of receipt. Payment shall be made by the method agreed between the parties.

Any undisputed amount unpaid after the due date shall accrue interest at the lesser of (a) per month or (b) the maximum rate permitted by applicable law. In addition, Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period above. Either party may terminate for convenience upon providing the notice required above; in such event, Service Provider shall be entitled to payment for Services performed and expenses reasonably incurred through the effective date of termination, subject to any applicable setoffs for breach.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means all non-public business, technical and financial information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; (b) not use the other party's Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of unless otherwise required by law. Exceptions include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information. A compelled disclosure permitted by law requires prompt notice to the disclosing party, where lawful, to permit seeking protective relief.

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 conflicts of law principles. Unless otherwise agreed in writing, the parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If the dispute is not resolved within forty-five (45) days, either party may pursue any available remedies in the appropriate court located in the state specified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including the Scope of Work and Payment Terms set forth herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver shall be effective unless made in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes the assigning party's obligations. Remedies: The parties acknowledge that a breach of confidentiality or infringement of intellectual property may cause irreparable harm for which monetary damages may be inadequate; accordingly, injunctive relief shall be available in addition to other remedies. Severability: If any provision is held invalid, the remainder shall remain in effect.

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