Business LLC Agreement

BUSINESS LLC AGREEMENT

This Business LLC Agreement (the Agreement) is entered into as of by and between Client Name: (the Company), and Service Provider Name: (the Provider). Each of Company and Provider may be referred to individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Company is a limited liability company formed to operate and manage certain business activities and desires to engage Provider to perform services in furtherance of the Company's business objectives; and

WHEREAS, Provider has represented that Provider has the expertise, personnel and resources necessary to perform the services described herein and is willing to provide such services to Company on the terms set forth in this Agreement; and

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

1. SCOPE OF WORK

Provider shall perform the services and deliverables described below (the Services). Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards.

2. PAYMENT TERMS

As full compensation for the Services, Company shall pay Provider the fees set forth below in accordance with the schedule and conditions provided. All fees are payable in United States dollars unless otherwise agreed in writing.

Any undisputed amount not paid when due shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law. Company shall also be responsible for reasonable collection costs and attorneys' fees for collection of past-due amounts.

3. TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and, unless earlier terminated in accordance with this Section, shall continue until the End Date set forth below or until the Services are completed and final payment is made.

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered no fewer than days prior to termination. Either Party may also terminate this Agreement immediately for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Company shall pay Provider for Services performed through the effective date of termination and for any non-cancellable obligations incurred by Provider prior to termination. Sections concerning Confidentiality, Indemnification, Governing Law and payment of accrued fees shall survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, financial information, customer lists, pricing, trade secrets and technical information.

The Receiving Party shall (a) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable degree of care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who need access to perform the Services and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes publicly available other than through a breach of this Agreement; (ii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iii) is rightfully obtained from a third party without restriction.

5. REPRESENTATIONS; WARRANTIES; INDEMNITY

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider represents that the Services will be performed in a professional manner and in accordance with applicable laws and regulations. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Provider shall indemnify and defend Company from and against third-party claims arising out of Provider's gross negligence, willful misconduct or material breach of this Agreement. Company shall indemnify and defend Provider from and against third-party claims arising out of Company's gross negligence, willful misconduct or material breach of this Agreement.

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. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that State.

7. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, negotiations and agreements. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

8. MISCELLANEOUS

Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

9. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section.

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