Business Makisu Document

Business Makisu Document

This Business Makisu Document (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, Client desires to engage Service Provider to provide certain business, technical and advisory services related to the Client's business activities (the Services), and Service Provider has represented that it possesses the necessary expertise, personnel and resources to provide such Services in a professional manner;

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will perform the Services and Client will compensate Service Provider, including confidentiality protections, performance standards, and dispute resolution procedures;

WHEREAS, the parties intend for this Agreement to constitute the entire agreement between them with respect to the Services and to supersede all prior understandings, proposals and agreements, whether written or oral;

Scope of Work

Service Provider shall perform the Services described below. The Services shall include, at a minimum, the tasks, deliverables and performance standards set forth in this section. Any material change to the scope of Services shall require prior written approval signed by both parties.

Payment Terms

Client shall pay Service Provider for the Services in accordance with the fee structure set forth below. All payments are due in United States Dollars unless otherwise agreed in writing. Unless otherwise stated, fees do not include applicable taxes, which shall be borne by the paying party.

Invoices delivered by Service Provider are payable within the period specified in the Payment Schedule. Client shall be responsible for any reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

Term and Termination

This Agreement shall commence on and shall continue in full force and effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following receipt of written notice. Service Provider may suspend performance if Client fails to pay any undisputed amount when due and such failure continues beyond five (5) business days after written notice.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, and includes, without limitation, business plans, technical data, trade secrets, financial information, customer lists and know-how. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors and agents who have a need to know and are bound by obligations of confidentiality no less protective than those set forth herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was in the receiving party's lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of the Confidential Information.

Representations; Warranties; Liability

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period immediately preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under or related to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to mediation prior to initiating any lawsuit. If mediation does not resolve the dispute, either party may pursue any available legal or equitable remedies.

Entire Agreement; Amendment

This Agreement, including any exhibits or attachments expressly incorporated by reference, 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. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment; Relationship of Parties

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or change of control. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between them.

Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses specified above or to such other address as either party may designate in writing.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed binding for all purposes.

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