Business Executables

BUSINESS EXECUTABLES

This Business Executables Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between:

Client Name:

Contractor Name:

WHEREAS

WHEREAS, Client requires certain business services and deliverables described herein, and Contractor has represented that Contractor has the expertise, personnel, and resources to provide such services on the terms set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform the services and the Client will compensate Contractor;

WHEREAS, the parties intend that this Agreement shall constitute a binding contract enforceable in accordance with its terms.

SCOPE OF WORK

Contractor shall perform the tasks, deliverables, milestones and services described below (the "Services"). The Services shall be performed in a professional manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Contractor fees as set forth below. Payments shall be due and payable in accordance with the schedule established herein. All amounts payable under this Agreement are stated in lawful currency.

In addition to the late fee, amounts not timely paid shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Client shall also reimburse Contractor for reasonable costs of collection, including attorneys' fees.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within thirty (30) days after written notice.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by a party (the "Discloser") to the other party (the "Recipient"), whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, trade secrets, pricing, customer lists, and all non-public deliverables.

The Recipient shall: (a) maintain the confidentiality of the Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information for any purpose other than performing obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of the Recipient; (ii) was rightfully in the Recipient's possession prior to disclosure; (iii) is lawfully received by the Recipient from a third party without restriction; or (iv) is independently developed by the Recipient without reference to the Discloser's Confidential Information. The obligations under this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement has been duly authorized, and that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

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 laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising out of or relating to this Agreement.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice.

ENTIRE AGREEMENT

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

MISCELLANEOUS

The obligations of the parties under this Agreement are several and not joint. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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