Business Enterprises LLC Document

BUSINESS ENTERPRISES LLC AGREEMENT

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

RECITALS

WHEREAS, Business Name: is engaged in the business of providing professional services and products related to business operations; and

WHEREAS, Client Name: desires to retain Business Name to perform certain services described herein, and Business Name agrees to provide such services under the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

Business Name shall perform the services and deliverables described below. The parties acknowledge that any material change to the scope will require a written amendment signed by both parties.

PAYMENT TERMS

Client agrees to pay Business Name the fees set forth below in consideration for the services and deliverables provided under this Agreement.

One-time payment upon completion    Deposit with balance on completion    Milestone payments as set forth below

Invoices are due within days of invoice date. Late payments shall incur interest at the rate of per month or the maximum rate permitted by law, whichever is lower. In addition to interest, Client shall be responsible for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for any reason upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach if such breach is not cured within days after written notice of the breach.

CONFIDENTIALITY

Each party (the Recipient) shall keep confidential and shall not use or disclose any confidential or proprietary information of the other party (the Discloser) except as necessary to perform its obligations under this Agreement. Confidential Information includes nonpublic business, technical and financial information disclosed orally or in writing or through inspection of tangible materials. The Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. Confidential Information shall not include information that (a) is or becomes generally available to the public through no act or omission of the Recipient; (b) was known by the Recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

Upon termination of this Agreement or upon the Discloser's written request, the Recipient shall promptly return or destroy all Confidential Information and certify in writing its compliance with this requirement.

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 law principles. The parties submit to the exclusive jurisdiction of the courts located within that state for any dispute arising out of or relating to this Agreement.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO BUSINESS NAME UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ENTIRE AGREEMENT

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

OTHER PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger or sale of substantially all assets.

ENTITY TYPE AND AUTHORITY

Business represents that it is duly organized and in good standing under the laws of its jurisdiction. Indicate entity type (check all that apply):

LLC    Corporation    Partnership    Individual    Other:

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