Business Essential Document

BUSINESS ESSENTIAL AGREEMENT

This Business Essential Agreement (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:

Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client requires certain business services and deliverables as described herein; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, and capabilities to perform the services in a professional manner in accordance with industry standards; and

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

SCOPE OF WORK

Service Provider shall perform the services and deliver the work products as described below. Services shall be performed in a commercially reasonable manner consistent with accepted professional practices.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: If any undisputed amount is not paid within days after the due date, Client shall pay a late fee of per month on the outstanding balance, or the maximum permitted by law, whichever is lower. Service Provider may suspend performance for invoices overdue by more than days after providing written notice to Client.

TERM AND TERMINATION

Term: 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:

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the effective date of termination.

Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall so survive.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including business plans, pricing, financial information, customer lists, technical data, trade secrets and proprietary materials.

Obligations: Each receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Exclusions: Confidential Information does not include information that (i) is or becomes public through no breach by the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration: Confidentiality obligations shall remain in effect for years following the termination or expiration of this Agreement.

GOVERNING LAW

This Agreement 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 state and federal courts located in that State for resolution of any disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, representations, negotiations and agreements, whether written or oral, regarding its subject matter. Any modification must be in writing and signed by both parties.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities or expenses arising out of the indemnifying party's gross negligence or willful misconduct in performance of this Agreement.

NOTICES

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