Business Executed Agreement

BUSINESS EXECUTED AGREEMENT

This Business Executed Agreement (the "Agreement") is entered into as of Effective Date: , by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name: requires certain business services and desires to engage the services of Service Provider Name: to perform such services as set forth herein;

WHEREAS, Service Provider warrants that it has the qualifications, experience, and ability to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth below.

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The work shall conform to the specifications, schedules, and performance standards set forth in this Agreement. Any changes to the scope shall be documented in writing and signed by authorized representatives of both parties.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth below in consideration for the services performed. All fees are exclusive of taxes unless otherwise stated. Service Provider shall submit invoices in accordance with the schedule below, and Client shall pay undisputed amounts within the time period specified.

All payments shall be made in lawful currency. If Client disputes any portion of an invoice in good faith, Client shall notify Service Provider in writing within ten (10) business days of receipt and shall pay the undisputed portion pending resolution. Interest, fees, and collection costs shall accrue on unpaid sums as provided above.

TERM AND TERMINATION

This Agreement shall commence on Commencement Date: and shall continue in effect until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing Notice Period: days' written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after receipt of written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other 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. Each party shall (a) protect the other's Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, and contractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) was already in the receiving party's lawful possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The obligation of confidentiality shall survive termination of this Agreement for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below (or to such other address that a party may specify in writing).

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 rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

MISCELLANEOUS

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

Amendment; Waiver: No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure to enforce any provision shall not constitute a waiver.

ENTIRE AGREEMENT

This Agreement, including its recitals and any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

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