Business Exposure Group

BUSINESS EXPOSURE GROUP AGREEMENT

This Business Exposure Group Agreement (the Agreement) is made effective as of , by and between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider represents that it specializes in business exposure, marketing placement, public relations coordination, and related activities designed to enhance the Client's commercial profile; and

WHEREAS, Client desires to engage Service Provider to perform certain exposure and promotional services under the terms and conditions set forth in this Agreement and Service Provider agrees to provide those services in accordance with this Agreement.

WHEREAS, the parties intend that this Agreement set forth the scope, payment terms, confidentiality obligations, and other material terms governing the relationship between the parties.

SCOPE OF WORK

Service Provider shall perform the services described above (the Services) in a professional and workmanlike manner, consistent with industry standards. Any material change to the Scope of Work must be documented in writing and signed by both parties as an amendment to this Agreement.

PAYMENT TERMS

Client shall pay invoices within the timeframe set forth in the Payment Schedule. Past due amounts shall accrue the Late Payment Fee until paid. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

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

CONFIDENTIALITY

Each party agrees that during the term of this Agreement and for years thereafter it shall hold in confidence and shall not disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. "Confidential Information" means non-public business, financial, and technical information disclosed in written, electronic, or oral form and identified as confidential at the time of disclosure or that reasonably should be understood to be confidential.

Notwithstanding the foregoing, Confidential Information shall not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; or (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

INDEMNIFICATION

Each party (Indemnitor) will indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence, willful misconduct, or breach of this Agreement. The Indemnitee shall promptly notify the Indemnitor of any claim and provide reasonable cooperation in the defense.

LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above, and shall be deemed given when received.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments executed by the parties and any written amendments signed by both 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 waiver of any provision of this Agreement shall be effective unless in a writing signed by the party waiving compliance. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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