Business Form Fil

BUSINESS FORM FIL

RECITALS

This Business Form Fil Agreement (the Agreement) is entered into as of (Effective Date) by and between Client Name: , with principal place of business at , and Contractor Name: , with principal place of business at .

WHEREAS, Client desires to engage Contractor to provide certain business, administrative and filing-related services, and Contractor has represented that it possesses the qualifications, experience and abilities to perform such services; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform those services and Client will compensate Contractor for such services.

SCOPE OF WORK

Contractor shall perform the services described below for the Client. The description below constitutes the full scope of Contractor's obligations unless otherwise agreed in writing by both parties.

PAYMENT TERMS

Client shall pay Contractor for services rendered in accordance with the terms set forth below. All amounts are payable in United States dollars and are exclusive of applicable taxes unless otherwise stated.

Lump sum upon completion

Deposit of with balance due days after invoice.

Milestone payments per written schedule (provide schedule below)

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days of receipt of written notice describing the breach with specificity.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether oral, written or electronic, including business plans, financial information, client lists, trade secrets, and work products. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already in the receiving party's lawful possession without restriction prior to receipt; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for purposes of performing under this Agreement, and to take reasonable measures to prevent unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law. Nothing in this Agreement limits a party's right to obtain injunctive relief for actual or threatened breaches of confidentiality.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below or to such other address as either party may designate 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 principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located within that state for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and written attachments 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, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that Contractor may engage subcontractors to perform portions of the services provided that Contractor remains responsible for performance. Neither party may assign 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, sale of substantially all assets or similar transaction.

SIGNATURES

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