Business Entrante Form

BUSINESS ENTRANTE FORM

Business Identification

Sole Proprietorship Corporation LLC Partnership Other:

Recitals

WHEREAS, Client Name: (the "Client") seeks to engage the services of Service Provider Name: (the "Provider") to perform business services on the terms set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the work, payments, confidentiality and other matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope of Work

The Provider shall perform the services described below in a professional manner consistent with industry standards. The Provider will deliver all work, reports and materials necessary to satisfy the Scope of Work.

Payment Terms

In consideration for the services rendered under this Agreement, Client shall pay Provider as follows.

Late payment shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider to collect overdue amounts.

Term and Termination

This Agreement is effective as of Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of breach, or immediately for insolvency or appointment of a receiver.

Upon termination, Provider shall be entitled to payment for all work performed and reasonable costs incurred through the effective date of termination, subject to any offset for Client's damages resulting from Provider's breach.

Confidentiality

Each party acknowledges that in the course of performing this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) 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 (c) not disclose Confidential Information to any third party except to its employees, affiliates, or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those in this Agreement.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known without breach; (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 or court order, provided the disclosing party gives prompt notice to the other to permit a protective order or similar remedy.

Representations, Indemnity and Limitation of Liability

Each party represents that it has the right and authority to enter into this Agreement and to perform its obligations. Provider represents that services will be performed in a professional and workmanlike manner.

To the fullest extent permitted by law, each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's gross negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, neither party's aggregate liability under this Agreement shall exceed the total amounts paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

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 federal and state courts located in that State for disputes arising from this Agreement.

Entire Agreement and Amendments

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by nationally recognized overnight courier, or five (5) days after deposit in the United States mail, postage prepaid, to the addresses set forth in the Business Identification section or such other address as a party may designate by notice in accordance with this section.

Acknowledgment and Certification

Each party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by them. The individuals signing below represent and warrant that they are authorized to bind the party for which they sign.

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