Business Global Advantage

BUSINESS GLOBAL ADVANTAGE AGREEMENT

This Business Global Advantage Agreement ("Agreement") is entered into as of , by and between Provider Name: with principal address , and Client Name: with principal address .

WHEREAS

WHEREAS, Provider offers international business development, market entry advisory, strategic partnership facilitation, and related consultancy services under the Business Global Advantage program;

WHEREAS, Client desires to engage Provider to deliver services described in this Agreement and Provider is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Agreement govern the scope, compensation, confidentiality, term and termination, and other rights and obligations between them.

Scope of Work

Provider shall perform the services described below (the "Services"). The Services shall include, at a minimum, deliverables, milestones and performance standards as set forth by the parties in writing. Provider shall exercise commercially reasonable efforts and professional skill customary in the industry.

Payment Terms

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below. Fees are exclusive of taxes unless otherwise stated. Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with performance of the Services.

Invoices submitted by Provider are due and payable by Client within days of receipt, unless otherwise agreed in writing.

Late payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, applied to outstanding balances from the invoice due date until paid in full. Client will be responsible for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, continue until the End Date set forth below or until completion of the Services, whichever occurs later.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public, proprietary or confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether disclosed orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public without breach by Receiving Party; (ii) was known to Receiving Party prior to disclosure as shown by written records; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and, upon request, certify in writing that such materials have been returned or destroyed.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction to resolve disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits or statements of work appended hereto and any writing signed by both parties that expressly amends this Agreement, 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. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the parties: Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship between the parties. Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach or right shall not constitute a waiver of any other breach or right.

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