Business LPU Document

BUSINESS LPU DOCUMENT

This Business LPU Document (the "Agreement") is made and entered into as of Date: by and between:

Client Name:

Corporation LLC Individual

Service Provider Name:

Corporation LLC Individual

RECITALS

WHEREAS, Client requires certain limited permitted use rights, services and deliverables relating to Client's business operations (collectively, the "LPU Services"); and

WHEREAS, Provider has the expertise, personnel and facilities necessary to provide the LPU Services and is willing to provide such services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, confidentiality and permitted use limitations associated with the LPU Services.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Invoices shall be submitted in writing to the invoice address below and are due within days of the invoice date.

Late Payment: Unpaid amounts shall accrue interest at % per month (or the maximum allowed by law, if lower), plus reasonable collection costs.

TERM AND TERMINATION

Term Start Date:    Term End Date:

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 if the breach is not cured within days after written notice of such breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is: (i) already known to the Receiving Party without obligation of confidentiality; (ii) becomes publicly known through no fault of the Receiving Party; (iii) is rightfully received from a third party without restriction; or (iv) independently developed by the Receiving Party.

The Receiving Party shall use Confidential Information only to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidentiality obligations shall survive termination of this Agreement for years.

REPRESENTATIONS, WARRANTIES AND LIABILITY

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement. Liability cap:

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. Any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that state, unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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