Business Inc. Agreement

BUSINESS INC. AGREEMENT

This Business Inc. Agreement (the Agreement) is made and entered into by and between:

Client Name:     Client Address:

Service Provider Name:     Provider Address:

WHEREAS

WHEREAS, Client is engaged in the business of operating and managing certain commercial activities and requires services related to business development, operations, and advisory services; and

WHEREAS, Service Provider represents that it has the experience, personnel, and capacity to provide the services set forth in this Agreement and desires to perform such services for Client under the terms and conditions herein; and

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

1. Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Any changes to the scope of work that materially alter the cost or schedule shall be documented in a written amendment signed by both parties.

2. Payment Terms

All payments shall be due in United States Dollars and payable within the period specified above unless otherwise agreed in writing. Invoices shall itemize services performed and any reimbursable expenses.

If payment is more than the number of days specified above past due, Service Provider may assess the late payment fee specified and may suspend services until overdue amounts are paid in full. Late fees are cumulative and in addition to any other remedies available at law or equity.

3. Term and Termination

This Agreement shall commence on Month: Day: Year: (the Effective Date) and shall continue until Month: Day: Year: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure a material breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

4. Confidentiality

For purposes of this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party, whether written or oral, 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.

The receiving party shall: (a) hold the Confidential Information in strict confidence; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information shall not include information that is or becomes generally known to the public through no wrongful act of the receiving party, was in the receiving party’s possession prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information. Upon termination of this Agreement, receiving party shall return or destroy all Confidential Information as directed by the disclosing party.

5. Representations and Warranties; Limitation of Liability

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

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

6. 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 law principles. The parties agree that exclusive venue for any dispute arising out of this Agreement shall be in the state or federal courts located in that State.

7. Entire Agreement; Amendment

This Agreement, including any exhibits or amendments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

No amendment or modification to this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. 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, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder. Any attempted assignment in violation of this Section shall be null and void.

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses provided above or to such other address as a party may specify in writing.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign.

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