Business Non-Reserved Template

BUSINESS NON-RESERVED AGREEMENT

This Agreement is made effective as of , (the "Effective Date"), by and between:

Client Name:   Entity Type: Individual Corporation LLC Partnership

Service Provider Name:   Entity Type: Individual Corporation LLC Partnership

RECITALS

WHEREAS, Client conducts business and requires certain non-reserved services related to its ordinary course of operations; and

WHEREAS, Service Provider has the experience, personnel, and capability to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms by which Service Provider will perform services for Client and the manner of payment and confidentiality obligations applicable to the relationship.

SCOPE OF WORK

Service Provider shall perform the services described below in a professional and workmanlike manner consistent with prevailing industry standards.

PAYMENT TERMS

If any undisputed amount is not paid when due, interest will accrue at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client will also be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred prior to termination, including any amounts due under accepted deliverables.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing terms, customer lists, technical data, and trade secrets.

The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) 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; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

The obligations of confidentiality will not apply to information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was known to the receiving party prior to disclosure by the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without reference to Confidential Information. Upon termination or upon written request, the receiving party will return or destroy Confidential Information of the disclosing party, except to the extent retention is required by law or document retention policies.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits and 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, representations, and understandings, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will 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 an affiliate or in connection with a merger or sale of substantially all of its assets.

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by certified mail, or by nationally recognized overnight courier.

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