Business LLC Form

BUSINESS LLC AGREEMENT

This Business LLC Agreement (the "Agreement") is entered into as of by and between Company Name: , a limited liability company organized under the laws of (the "Company"), and Counterparty Name: (the "Counterparty"). Each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Company is formed to engage in the business of and related activities; and

WHEREAS, the Counterparty possesses experience, personnel and resources to perform services for the Company as set forth herein; and

WHEREAS, the Parties desire to set forth the terms and conditions under which the Counterparty will provide services to the Company and the Company will compensate the Counterparty.

SCOPE OF WORK

The Counterparty shall perform the services and deliverables described below in a professional manner, in accordance with industry standards and the schedule agreed by the Parties.

PAYMENT TERMS

In consideration for the services, the Company will pay the Counterparty as follows:

All fees are exclusive of applicable taxes. Each Party is responsible for its own taxes, except that any sales, use or similar taxes imposed on payments under this Agreement shall be borne by the Company unless a valid exemption certificate is provided.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for material breach of the other Party that remains uncured for the notice period above. The Company may terminate immediately for insolvency or violation of applicable law. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination. Provisions that by their nature survive termination shall survive.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or other information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The recipient shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) protect it with at least the same degree of care as its own confidential information but no less than reasonable care; and (c) not disclose it to any third party except as required by law or to its employees, agents or advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that is (i) publicly available without breach by the recipient, (ii) rightfully known prior to disclosure, (iii) independently developed without use of the other's Confidential Information, or (iv) rightfully received from a third party without confidentiality obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including all schedules and exhibits attached hereto and any mutually executed written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, proposals, negotiations and understandings. No amendment to this Agreement will be effective unless in writing and signed by both Parties.

ADDITIONAL PROVISIONS

Each Party represents that it has the full right, power and authority to enter into and perform this Agreement. Neither Party may assign this Agreement without the prior written consent of the other, except that the Company may assign to an affiliate or successor in interest. The Parties agree to cooperate and execute documents reasonably necessary to effectuate the purposes of this Agreement.

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