Business Entity VE

Business Entity VE Agreement

Parties and Identification

Recitals

WHEREAS, Party A is organized to engage in business activities related to Business Entity VE operations and represents that it has the authority to enter into this Agreement; and

WHEREAS, Party B has expertise or resources relevant to the services described in this Agreement and desires to provide such services to Party A on the terms set forth herein; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the scope of work and related commercial terms as of the Effective Date: Effective Date: .

Scope of Work

Party B shall perform the services, deliverables and obligations described below (the "Services"). Party B shall perform the Services in a professional and workmanlike manner consistent with applicable industry standards.

Payment Terms

Compensation for the Services shall be as follows. Payment is due in accordance with the invoice terms set forth below and subject to the adjustments for disputed items set out in this Agreement.

Invoices shall be submitted to Party A and are payable within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at per month (or the maximum permitted by law), compounded monthly, plus any collection costs and reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date: and shall continue until the End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public business, technical, financial and commercial information disclosed by one party to the other in connection with this Agreement. The receiving party shall: (a) use Confidential Information only to perform its obligations hereunder; (b) restrict disclosure to its employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Confidential obligations shall survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective measures.

Representations, Warranties and Liability

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement. Party B represents that the Services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PARTY B UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Assignment and Subcontracting

Neither party may assign this Agreement or delegate its obligations without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a sale of all or substantially all of its assets or a merger, provided the assignee assumes the assigning party's obligations hereunder in writing.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties: , without regard to its conflict of laws principles.

Entire Agreement and Amendments

This Agreement, including all exhibits and attachments hereto (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

Notices

All notices hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

Execution and Certification

Each signatory below certifies that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that the representations contained herein are true and correct as of the Effective Date.

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