Business Execution Section

BUSINESS EXECUTION SECTION

This Business Execution Section is entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client engages Contractor to perform certain business services and to effectuate transactions, and Contractor represents that it has the skill, experience, and capacity to provide such services under the terms set forth herein;

WHEREAS, the parties desire to set forth the specific execution procedures, payment terms, confidentiality obligations, and governing law applicable to the engagement in this Business Execution Section, which shall govern performance and acceptance of work;

WHEREAS, the parties intend that the provisions of this Business Execution Section be incorporated into and form an integral part of the underlying agreement between the parties;

SCOPE OF WORK

Description of services, deliverables, specifications, milestones and acceptance criteria. Contractor shall perform the work in a professional and workmanlike manner and in accordance with the schedule set forth below.

PAYMENT TERMS

Payment Schedule (select all that apply):

Invoices are due and payable within days of invoice date. Late payments shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, late payments may incur a one-time administrative fee of .

TERM AND TERMINATION

This Business Execution Section commences on the Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate for convenience upon providing written notice at least days prior to the effective termination date. Termination for cause may be effected by either party if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

The parties acknowledge that in connection with performance under this Business Execution Section each may receive Confidential Information. "Confidential Information" means non-public business, technical, financial, customer or trade secret information disclosed orally, in writing or by inspection that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Each recipient shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Section; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations no less protective than those herein. The foregoing obligations will not apply to information that: (i) is or becomes publicly available through no fault of recipient; (ii) was in recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by recipient without use of the disclosing party's Confidential Information.

GOVERNING LAW

This Business Execution Section shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. Exclusive jurisdiction for any dispute arising out of or relating to this Section shall lie in the state or federal courts located in , and each party consents to such jurisdiction and venue.

ENTIRE AGREEMENT

This Business Execution Section, together with any referenced exhibits and the underlying agreement between the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. No amendment to this Section will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Business Execution Section without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided the assignee assumes the assigning party's obligations in writing.

Independent Contractor: Contractor is an independent contractor and nothing in this Section creates an employment, agency, partnership, joint venture or fiduciary relationship between the parties. Contractor shall be responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of an independent service provider.

Severability: If any provision of this Business Execution Section is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision will be reformed to the extent necessary to make it valid and enforceable while preserving the parties' intent.

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