Business Noble Document

BUSINESS NOBLE DOCUMENT

Recitals

WHEREAS, Business Noble Name: is engaged in providing professional business consulting and related services; and

WHEREAS, Counterparty Name: desires to engage Business Noble to perform services on the terms set forth herein;

WHEREAS, the parties wish to set forth their respective rights and obligations in a written agreement effective as of Effective Date: (the "Effective Date").

Agreement

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Scope of Work

Payment Terms

Late Payment: If any undisputed amount due under this Agreement is not paid within days after the due date, interest shall accrue at the rate of per month, compounded monthly, or the maximum rate permitted by law, whichever is less. In addition, the non-defaulting party may suspend performance until amounts past due are paid.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of 30 days following written notice of such breach. Termination shall not relieve either party of payment obligations accrued prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether written, oral, visual or electronic, 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. Confidential Information includes trade secrets, business plans, pricing, customer lists, technical data and other proprietary information.

Obligations: The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (iii) 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 in this Agreement.

Exclusions and Duration: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to disclosure without obligation of confidentiality; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

Remedies: The parties acknowledge that a breach of this Section would cause irreparable harm not adequately compensable by money damages, and the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

Governing Law

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral.

Assignment: Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Business Noble may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Remedies; Severability: The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Notices

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