Business NTB Document

BUSINESS NTB DOCUMENT

This Business NTB Document (the "Agreement") is entered into as of the Effective Date set forth below by and between:

Client Name:

Service Provider Name:

RECITALS

WHEREAS, Client desires to obtain from Service Provider certain business services and deliverables described herein, and Service Provider represents it has the expertise and resources to provide such services under the terms set forth in this Agreement;

WHEREAS, the parties intend to set forth the scope, schedule, compensation and other material terms governing the performance of services and the protection of Confidential Information as provided in this Agreement;

WHEREAS, the parties wish to document their mutual understandings and obligations with respect to the performance of work commencing on the Effective Date set forth below.

EFFECTIVE DATE

Effective Date:

SCOPE OF WORK

Service Provider shall perform the services and produce the deliverables described below. All work shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider for the services set forth in the Scope of Work in accordance with the terms below. All amounts are payable in lawful currency.

Unless otherwise specified in the Payment Schedule, Client shall remit payment within days from receipt of a properly submitted invoice. Past due amounts shall accrue interest at % per month or the maximum rate permitted by law, whichever is lower.

ACH / Bank Transfer    Check    Credit Card

TERM AND TERMINATION

This Agreement shall commence on (the "Commencement Date") and, unless earlier terminated in accordance with this Agreement, shall expire on .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the date of termination.

This Agreement will automatically renew for successive terms of the same duration unless either party provides written notice of non-renewal at least the required notice period above.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose to any third party any non-public or proprietary information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, except as reasonably necessary to perform its obligations hereunder or as required by law. Confidential Information does not include information that is or becomes generally available to the public other than by the Receiving Party's breach of this Agreement, or that is lawfully obtained from a third party without restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for .

INDEPENDENT CONTRACTOR; ASSIGNMENT

Service Provider shall perform all services as an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture or agency relationship between the parties. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

GOVERNING LAW

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

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or breach of the confidentiality obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of Service Provider for any claim arising under this Agreement shall not exceed the total amount paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

ENTIRE AGREEMENT

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 agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms.

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