Business Operation Method

BUSINESS OPERATION METHOD

Parties and Recitals

This Business Operation Method Agreement (the "Agreement") is entered into as of by and between:

Client Name:    Entity Type: Corporation LLC Individual

Operator Name:    Entity Type: Corporation LLC Individual

WHEREAS, Client retains Operator to develop, implement and maintain certain methods, processes and procedures for the operation of Client's business activities as described in this Agreement; and

WHEREAS, Operator represents that Operator possesses the necessary experience, technical skill, personnel and resources to perform such services and to transfer operational methodologies to Client consistent with the terms set forth herein; and

WHEREAS, the parties desire to reduce to writing the method, deliverables, compensation and other terms governing the parties' relationship.

Scope of Work

Deliverables and milestones shall adhere to the schedule set forth in the Payment Schedule and any attached exhibits. The Operator shall perform the work in a professional and workmanlike manner consistent with industry standards and shall provide regular status reports to Client upon request.

Payment Terms

Invoices shall be submitted in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. A late fee of will accrue on any unpaid balance after such due date and shall be assessed monthly to the outstanding balance.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party upon days' prior written notice specifying the breach, provided the breaching party fails to cure within the notice period. Either party may terminate for convenience with days' prior written notice. Termination does not relieve Client of its obligation to pay for services performed and expenses incurred prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, operational methodologies, system designs, process flows, documentation, business plans, pricing, and client lists.

Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) maintain the confidentiality of 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 of its employees, contractors or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available other than through Recipient's breach, independently developed by Recipient without use of Discloser's Confidential Information, or rightfully received from a third party without restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets, for which protection shall continue as long as such information remains a trade secret under applicable law.

Intellectual Property and Use of Method

Unless otherwise agreed in writing, Operator grants Client a non-exclusive, royalty-free, transferable right to use the operation method delivered under this Agreement for Client's internal business purposes. Operator retains ownership of any pre-existing methodologies, templates or tools developed by Operator prior to or independently of this Agreement. Any new intellectual property created jointly shall be allocated as set forth in a written exhibit or, absent such exhibit, shall be owned by Client upon full payment, with Operator retaining a limited license to use generalized, non-identifiable know-how.

Warranties; Limitation of Liability

Operator represents that it will perform services in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO OPERATOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration in the agreed county or municipality, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights.

Entire Agreement; Amendments

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

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the notice addresses set forth above (or such other address as either party shall designate in writing).

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to any affiliate or successor by merger or sale of substantially all assets without Operator's consent.

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