Business Management Declaration

BUSINESS MANAGEMENT DECLARATION

Recitals

WHEREAS, the Managed Entity is engaged in lawful business operations and requires professional management services to oversee operational, financial, and administrative functions; and

WHEREAS, the Declarant has the requisite authority, experience and capacity to provide business management services and is willing to assume responsibility for the scope of management set forth herein; and

WHEREAS, the parties desire to reduce to writing their agreement regarding management duties, compensation, confidentiality and other material terms.

Parties and Identification

Client Name:

Declarant Name:

Sole Proprietorship    Partnership    Corporation    Limited Liability Company (LLC)    Other

Scope of Work

The Declarant shall perform the following management services on behalf of the Managed Entity. Services include, but are not limited to, oversight of daily operations; financial planning and cash flow management; vendor and contract management; personnel supervision; regulatory compliance monitoring; and periodic reporting to the Client as specified below. The Declarant shall exercise reasonable care, diligence and skill customary in the industry.

Payment Terms

As full and complete compensation for the services performed under this Declaration, the Client shall pay the Declarant in accordance with the terms set forth below. The Declarant bears primary responsibility for submitting timely invoices and the Client shall remit payment in accordance with agreed payment schedule.

Invoices not paid within the agreed payment period shall accrue the late fee specified above, calculated on outstanding balances from the invoice due date until paid in full. The Client shall also reimburse the Declarant for reasonable costs of collection, including attorneys' fees, where permitted by law.

Term and Termination

This Declaration commences on the Start Date and, subject to termination as provided below, continues until the End Date.

Start Date:     End Date:

Either party may terminate this Declaration without cause upon delivering the written notice required above. Termination for cause may be effected immediately upon material breach that remains uncured for a period of ten (10) days after written notice of the breach. Upon termination, the Declarant shall deliver all work product, records and accounts to the Client and shall be paid for services performed through the effective date of termination.

Confidentiality

For purposes of this Declaration, Confidential Information means all non-public, proprietary or business information disclosed by the Client to the Declarant, whether oral, written, electronic or in any other form, including but not limited to financial records, customer lists, pricing, trade secrets, business plans and technical information. Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Declaration; (b) was known to the Declarant prior to disclosure by the Client and not subject to another duty of confidentiality; or (c) is independently developed by the Declarant without use of the Client's Confidential Information.

The Declarant shall (i) hold Confidential Information in strict confidence, (ii) not use Confidential Information except to perform obligations under this Declaration, and (iii) not disclose Confidential Information to any third party except with the Client's prior written consent or as required by law, provided that the Declarant provides the Client with prompt notice of such requirement and cooperates in seeking a protective order or other remedy. The obligations in this section shall survive termination of this Declaration for the period specified below.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into and perform this Declaration, that any individual executing this Declaration on its behalf is duly authorized, and that this Declaration constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Governing Law

This Declaration shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising from or related to this Declaration.

Entire Agreement

This Declaration, including any exhibits and written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment or modification of this Declaration shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Declaration is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The rights and obligations of the parties under this Declaration are not assignable without the prior written consent of the other party, except that the Client may assign this Declaration to a successor entity in connection with a sale of substantially all of its assets or a merger.

Certification: The undersigned declare under penalty of perjury that they are authorized to execute this Declaration on behalf of the named parties and that the information provided herein is true and correct to the best of their knowledge.

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