Business LLC Document

BUSINESS LLC AGREEMENT

This Business LLC Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider (LLC): with principal place of business at and Client Name: with principal place of business at . Provider and Client shall individually be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider (LLC) is duly organized as a limited liability company and possesses the expertise, personnel and resources to perform the services described in this Agreement; and

WHEREAS, Client desires to engage Provider to perform certain business services and deliverables as set forth in this Agreement on the terms and conditions provided herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to such engagement.

SCOPE OF WORK

Provider shall perform the services and deliver the deliverables described below (the "Services"). Provider shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees described below. All payments shall be in United States dollars and are due in accordance with the payment schedule. Provider shall invoice Client as provided herein and Client shall pay undisputed invoices in full when due.

All amounts payable under this Agreement are exclusive of taxes. Client shall be responsible for any sales, use, value added or other taxes imposed on the Services, excluding taxes based on Provider's net income. If Client disputes any portion of an invoice in good faith, Client shall provide written notice of the dispute and may withhold only the disputed portion pending resolution; undisputed amounts shall be paid when due.

TERM AND TERMINATION

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

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days following written notice specifying the breach. Provider may suspend performance if Client fails to pay undisputed invoiced amounts when due. Termination shall not relieve Client of its obligation to pay for Services rendered through the effective date of termination and any non-cancellable commitments incurred by Provider.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a Party to the other Party, whether disclosed orally, visually or in writing, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pricing, business plans, customer lists, and technical information.

The receiving Party shall: (a) not disclose Confidential Information to any third party except to its employees, contractors and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) publicly known through no fault of the receiving Party, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of the disclosing Party's Confidential Information, or (iv) required to be disclosed by law, provided the receiving Party gives prompt written notice to the disclosing Party to permit seeking a protective order.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

Assignment: Neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Provider is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the Parties. Provider shall be responsible for all taxes and benefits of its personnel.

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from its breach of this Agreement, its negligence or willful misconduct, or its violation of applicable law.

Limitation of Liability: EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE 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 PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

NOTICES

All notices, requests, consents, claims, demands and other communications hereunder must be in writing and will be deemed to have been given when delivered by hand, overnight courier, or by certified mail, return receipt requested, to the addresses set forth below (or to such other address as may be designated by a Party in writing).

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