Business EO Letter

BUSINESS EO LETTER

Date:   Reference No.:

Parties

Recitals

WHEREAS, Client wishes to retain Service Provider to perform certain business services and deliverables described herein; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and authority to provide such services in accordance with the terms set forth below; and

WHEREAS, the parties intend for this Business EO Letter to set forth the material business terms, payment mechanics and mutual commitments applicable to the engagement.

Scope of Work

The Service Provider will perform the following services and deliverables pursuant to the terms of this letter. Material changes to scope will be documented and approved in writing by both parties prior to commencement.

Payment Terms

Total Compensation:

Late Payment: If any undisputed amount remains unpaid after days from invoice due date, Client shall pay a late fee of on the outstanding balance, calculated monthly, together with reasonable collection costs and attorneys' fees.

Taxes: Unless otherwise agreed in writing, all fees are exclusive of taxes; Client is responsible for any applicable sales, use or similar taxes, except taxes based on Service Provider's income.

Term and Termination

Term Commencement Date: . The initial term shall continue until unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice of days. Either party may terminate immediately for cause if the other party materially breaches this letter and fails to cure such breach within 15 days after written notice specifying the breach.

Upon termination, Client will pay Service Provider for all work performed and expenses incurred through the effective date of termination and for any non-cancellable commitments made in good faith.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by either party, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligations: Each party shall (a) hold Confidential Information of the other in strict confidence, (b) use it solely to perform obligations under this letter, and (c) not disclose it to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach of this letter, that is independently developed without use of the other party's Confidential Information, or that is rightfully received from a third party without restriction.

Remedies: The parties acknowledge that breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate and that the non-breaching party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has the authority to enter into this letter and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality, in no event shall either party's aggregate liability under this letter exceed the total fees paid by Client to Service Provider in the 12 months preceding the claim.

Governing Law

This letter shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or related to this letter.

Entire Agreement

This letter, together with any written attachments and authorized change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this letter without the prior written consent of the other party, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

Notices: All notices required or permitted under this letter shall be in writing and shall be delivered to the addresses set forth in the Parties section or to such other address as a party may specify by written notice.

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