Business Management Structure

BUSINESS MANAGEMENT STRUCTURE

Company Name:

Manager / Service Provider Name:

Effective Date:

RECITALS

WHEREAS, Company Name: is engaged in the business described above and requires professional management and administrative services to operate its business affairs efficiently; and

WHEREAS, Manager Name: has the experience and capability to perform management and administrative services for the Company; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree to the Business Management Structure and terms set forth in this Agreement.

1. SCOPE OF MANAGEMENT SERVICES

Manager shall provide management, administrative and operational services to the Company as set forth below. The parties expressly agree that the Manager's responsibilities shall include but are not limited to the duties described in the Scope of Work field and such additional duties as are mutually agreed in writing.

2. MANAGEMENT ROLES AND AUTHORITY

(a) Authority. Manager is authorized to act on behalf of the Company for routine operational matters necessary for day-to-day management, subject to the limits and approvals described in this section.

Board or Managers Count:

Significant Decisions (require Company approval):
Acquisitions greater than $    Capital expenditures greater than $

Delegated authority for hiring, contracting and vendor payments up to $ per transaction. Any delegation above this amount requires written approval from Company.

3. MANAGEMENT COMPENSATION AND PAYMENT

As consideration for services rendered, Company shall pay Manager compensation pursuant to the terms below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

All invoices delivered by Manager are due in accordance with the Payment Schedule. Company shall not make unilateral set-offs against undisputed fees. Any disputed portion must be asserted in writing within fifteen (15) days of receipt of the invoice; undisputed amounts remain payable.

4. TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement without cause upon written notice to the other party delivered not less than days prior to the intended termination date. Termination for Cause shall be effective upon written notice if the breaching party fails to cure a material breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Manager shall deliver to Company all work product, records and materials prepared on behalf of Company and shall cooperate with a reasonable transition to successor management.

5. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public, proprietary or business information disclosed by Company to Manager or developed by Manager on behalf of Company, including financial data, customer lists, pricing, operations, strategies, and technical information. Confidential Information excludes information that (i) is or becomes publicly known through no breach of this Agreement, (ii) is lawfully received from a third party without confidentiality obligations, or (iii) is independently developed without use of the Company's Confidential Information.

Manager shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely for the performance of Manager's obligations under this Agreement, and (c) not disclose Confidential Information except to those employees, agents or subcontractors with a need to know, provided such recipients are bound by confidentiality obligations at least as protective as those set forth herein. Manager shall implement reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized disclosure.

If Manager is compelled by law to disclose Confidential Information, Manager shall provide Company prompt written notice to permit Company to seek protective relief and shall disclose only the minimum required by law unless prohibited from providing notice.

6. 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 any dispute arising out of or relating to this Agreement.

7. ENTIRE AGREEMENT

This Agreement, including any exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No modification of this Agreement will be binding unless executed in writing by both parties.

8. MISCELLANEOUS

(a) Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger, sale of substantially all assets or similar transaction upon written notice to Manager.

(b) Independent Contractor. Manager is an independent contractor and not an employee, partner or joint venturer of Company. Manager shall be solely responsible for all employment taxes and benefits for its personnel.

(c) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision reflecting the parties' intent.

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