Business LIF Document

BUSINESS LIF DOCUMENT

This Business LIF Document (the "Agreement") is made effective as of by and between:

Parties

Recitals

WHEREAS, Client desires to engage Provider to perform business services and related deliverables set forth in this Agreement and Provider represents that it has the experience and capability to provide such services in accordance with the terms below;

WHEREAS, Provider will perform the services described herein in exchange for the fees and on the schedule set forth in this Agreement, and the parties intend for this Agreement to allocate the respective rights and obligations of each party;

WHEREAS, the parties agree that the terms herein constitute the framework of their business relationship and set forth the key commercial and legal provisions governing the services to be provided.

Scope of Work

Provider shall perform the services and deliver the deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client agrees to pay Provider for services performed under this Agreement as follows:

Invoices will be submitted by Provider to Client and are due within days of invoice date. Overdue amounts shall bear interest at a rate of % per month (or the maximum rate permitted by law), calculated monthly on the outstanding balance.

Unless otherwise agreed in writing, Client is responsible for any sales, use, withholding, or similar taxes arising from payments under this Agreement. Payment method: Bank Transfer Check Card

Term and Termination

Term: This Agreement commences on and continues 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 by the other party if such breach is not cured within 10 days after written notice of the breach.

Upon termination, Client shall pay Provider for all services performed and reasonable expenses incurred through the effective date of termination. Provider will deliver to Client all work product and materials for which Client has paid.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other that is marked or identified as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to employees and contractors with a need to know; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care.

Confidential Information shall not include information that: (i) is or becomes publicly available through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and, where possible, an opportunity to seek protective measures.

Representations, Warranties and Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability: Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement will not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) 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 conflict-of-law principles. The parties agree to attempt good faith negotiation to resolve disputes prior to commencing litigation.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, communications and agreements, oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party designates by notice).

Miscellaneous

Assignment: 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 sale of substantially all of its assets or equity.

Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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