Business NorState Document

BUSINESS NORSTATE AGREEMENT

This Business NorState Agreement ("Agreement") is made and entered into as of by and between:

Company Name:    Principal Place of Business:

Service Provider Name:    Principal Place of Business:

RECITALS

WHEREAS, Company desires to retain Service Provider to perform certain services described herein and Service Provider represents that it has the experience, personnel and resources to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide the services to Company, including payment, confidentiality, and termination provisions.

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

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The services shall be performed in a professional and workmanlike manner in accordance with industry standards.

PAYMENT TERMS

Company shall pay Service Provider the fees set forth below in consideration for the performance of the Scope of Work. All amounts are stated in lawful currency of the United States unless otherwise specified.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at the rate of percent per month, or the maximum rate permitted by law, whichever is less. Company shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, for past due amounts.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate this Agreement upon material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public business, technical, financial and other information disclosed by one party to the other that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) 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 (c) not disclose Confidential Information to any third party except to those employees, agents or permitted subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) is rightfully received from a third party without confidentiality obligations; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party provides prompt notice to allow the disclosing party to seek protective relief.

The parties acknowledge and agree to be bound by the confidentiality provisions set forth above.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall seek in good faith to resolve disputes arising under this Agreement through negotiation. If the parties are unable to resolve a dispute within forty-five (45) days, either party may pursue any available legal or equitable remedies in the courts located in the chosen governing jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all 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 oral or written agreements, proposals and communications. No amendment, waiver or modification of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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 either party may assign this Agreement in connection with a merger, sale of substantially all of its assets, or corporate reorganization provided the assignee assumes all obligations hereunder.

Independent Contractor: Service Provider shall perform services as an independent contractor and nothing contained in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the parties. Service Provider is solely responsible for payment of all wages, taxes and other benefits for its personnel.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

NOTICES

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