Business Fill-in Document

BUSINESS FILL-IN DOCUMENT

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address , and Service Provider Name: , with principal address .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing the professional services described in this Agreement and represents that it has the skill, experience, and resources necessary to perform such services in a competent and professional manner;

WHEREAS, Client desires to engage Service Provider to perform the services described below on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to set forth all material terms and conditions governing the provision of such services.

SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional manner in accordance with industry standards and the schedule agreed by the parties.

PAYMENT TERMS

As consideration for the Services, Client shall pay Service Provider the fees and expenses described below. All payments are due in accordance with the schedule set forth in this Agreement. Unless otherwise stated, amounts are stated in U.S. dollars.

Late payments shall incur a late fee of per month (or the maximum permitted by law), calculated monthly on the unpaid balance, beginning the day after the payment becomes due.

Reimbursable out-of-pocket expenses: Approved by Client in writing. If checked, maximum pre-approved reimbursable amount (if any):

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and, unless earlier terminated as provided herein, shall continue until End Date: or completion of the Services, whichever occurs first.

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Either party may terminate immediately for material breach which remains uncured thirty (30) days after receipt of written notice of such breach.

Upon termination, Service Provider shall deliver to Client all work in progress and Client shall promptly pay Service Provider for all Services performed and expenses incurred through the effective date of termination, together with any non-cancelable commitments reasonably incurred.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose or use for any purpose other than performing its obligations under this Agreement any Confidential Information disclosed by the other party (the "Disclosing Party"), except to the extent such information: (a) is or becomes public through no fault of the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to permit a protective order or other remedy.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

GOVERNING LAW

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

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendments: This Agreement may be amended only by a written instrument signed by both parties. No course of conduct or failure to enforce any provision shall constitute a waiver of any right under this Agreement.

Authority: Each individual signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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