Business Help Contract

BUSINESS HELP CONTRACT

Parties and Effective Date

This Business Help Contract (the "Agreement") is entered into as of by and between:

Individual   Corporation   LLC   Partnership   Other

Individual   Corporation   LLC   Partnership   Other

Recitals

WHEREAS, Client desires to obtain business advisory, operational assistance and related services to support the Client's business activities and growth; and

WHEREAS, Provider represents that Provider has the experience, expertise, and personnel necessary to provide such business help services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Provider shall perform the services described below (the "Services"). The Services shall include, but are not limited to, the tasks and deliverables set forth in the Scope of Work field. Provider shall perform Services in a professional, timely manner consistent with industry standards.

Payment Terms

Client shall pay Provider the compensation described below in exchange for the Services. Unless otherwise agreed in writing, Client shall timely pay all undisputed invoices in accordance with the schedule below.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at a rate of or the maximum rate permitted by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach.

Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination and any non-cancellable obligations. Upon termination, Provider shall deliver to Client any work product completed through the date of termination and Client shall pay Provider for all such work at the rates set forth herein.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other party, whether orally 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. Confidential Information includes, without limitation, business plans, financial information, customer and supplier lists, pricing, and trade secrets.

Each party shall (a) hold the other party's Confidential Information in strict confidence, (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement, and (c) not use such Confidential Information for any purpose other than performing its obligations under this Agreement. The obligations of confidentiality shall not apply to information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received by the receiving party from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

If disclosure is compelled by law or by a governmental authority, the receiving party shall promptly notify the disclosing party (to the extent permitted) and shall cooperate with reasonable efforts to obtain confidential treatment or a protective order.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Provider shall retain ownership of Provider's pre-existing intellectual property and methodologies. Client shall receive a perpetual, non-exclusive license to use any deliverables provided to Client for its internal business purposes upon full payment of all fees. Provider warrants that deliverables will not knowingly infringe third-party intellectual property rights.

Warranties; Limitation of Liability

Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with applicable professional standards. EXCEPT FOR THE FOREGOING WARRANTY, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law & 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 laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in accordance with the rules agreed by the parties, and judgment on the award may be entered in any court of competent jurisdiction.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by hand, certified mail (return receipt requested), or nationally recognized courier service, and shall be effective upon receipt.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated herein, 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets. The provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to confidentiality, intellectual property, limitation of liability, and payment obligations.

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