Business LA Form

BUSINESS LA FORM

This Business Letter of Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client Name: seeks to retain Service Provider Name: to provide certain business services described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services and is willing to perform such services under the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Service Provider shall perform the services described below in a professional manner consistent with industry standards. The parties may modify the Scope of Work only by a written amendment signed by both parties.

2. PAYMENT TERMS

Client shall pay Provider the compensation set forth below in exchange for the services rendered under this Agreement. All amounts are payable in United States dollars unless otherwise agreed in writing.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until , unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the nature of the breach. Termination for cause shall be without prejudice to any other rights or remedies available at law or in equity.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party to the other, whether oral, written or electronic, including business plans, financial information, trade secrets, customer lists, and technical data. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

The receiving party shall hold Confidential Information in strict confidence and shall not disclose it to any third party or use it for any purpose other than performance of this Agreement. These obligations shall survive termination of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as the information qualifies as a trade secret.

5. INDEPENDENT CONTRACTOR; ASSIGNMENT

Provider is an independent contractor and not an employee, partner or agent of Client. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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 laws principles.

7. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written amendments 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 and communications, whether oral or written.

8. REMEDIES

The parties acknowledge that a breach of Sections concerning confidentiality or proprietary rights would cause irreparable harm for which monetary damages may be inadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

The parties have executed this Agreement as of the dates set forth below.

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