Business Final Package

BUSINESS FINAL PACKAGE

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

RECITALS

WHEREAS, Client requires certain business services and deliverables as further described in this Agreement and in the Scope of Work to support Client's commercial operations; and

WHEREAS, Provider represents that it has the experience, personnel and resources necessary to perform the services described herein and is willing to perform such services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the full terms and conditions governing their relationship and the final deliverables provided under this Business Final Package.

SCOPE OF WORK

Provider shall perform the services and deliverables described below in a professional manner consistent with industry standards. The Scope of Work shall include all tasks, milestones and deliverables necessary to achieve the objectives identified by the parties.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth in this section in consideration for Provider's performance of the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Provider shall submit invoices to Client. Payments are due within calendar days of Client's receipt of a proper invoice. Late payments shall accrue interest at the lesser of (i) percent per month, computed monthly, or (ii) the maximum rate permitted by applicable law.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Provider shall deliver to Client all work in progress and final deliverables for which Client has paid, and Client shall pay Provider for all work performed through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and not disclose to any third party any Confidential Information disclosed by the other party (the "Disclosing Party") except as expressly permitted in this Agreement. "Confidential Information" means nonpublic information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely for the performance of its obligations under this Agreement, shall restrict access to Confidential Information to those employees and contractors with a need to know, and shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information shall not include information that is (a) already known to the Receiving Party without obligation of confidentiality, (b) becomes publicly available through no wrongful act of the Receiving Party, (c) rightfully received from a third party without restriction, or (d) independently developed without use of the Disclosing Party's Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts of the chosen governing state.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or joint venture relationship.

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