Business Manpower Document

BUSINESS MANPOWER AGREEMENT

This Business Manpower Agreement (the "Agreement") is entered into effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client requires labor resources, staffing support, and personnel management services for Client's operations and projects; and

WHEREAS, Provider represents that it has the capacity, expertise, licensing and personnel necessary to supply trained manpower and related management services on the terms set forth herein; and

WHEREAS, the parties desire to set forth the terms under which Provider will furnish manpower and related services to Client.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for services rendered in accordance with this Agreement as set forth below. All payments shall be due in U.S. dollars unless otherwise agreed in writing.

Unless otherwise stated in the Payment Schedule, invoices are payable within days of receipt. Overdue amounts shall accrue a late fee of % per month (or the maximum permitted by law, whichever is less), plus all collection costs and reasonable attorneys' fees incurred by Provider.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services rendered and costs incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether in oral, written or electronic form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, personnel records, technical data, and client lists.

The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any lawful effort to limit disclosure.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law. The parties acknowledge that any breach of this confidentiality provision may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

INDEPENDENT CONTRACTOR; COMPLIANCE

Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Provider shall be solely responsible for payment of wages, taxes, benefits, insurance and other obligations for Provider's personnel, and shall comply with all applicable laws, regulations, and licensing requirements in the performance of services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the six (6) months 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 the State of without regard to its conflicts of law principles. The parties agree to negotiate in good faith to resolve any dispute arising under this Agreement; if the parties cannot resolve the dispute within thirty (30) days, either party may pursue any remedy available at law or in equity in the courts located within the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all of its assets.

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