Business Owner Form

BUSINESS OWNER FORM

Parties and Identification

Agreement Date:

Sole Proprietorship    LLC    Corporation    Partnership    Other

Recitals

WHEREAS, Owner is the lawful owner or authorized representative of the business identified above and has full authority to enter into this Agreement; and

WHEREAS, Service Provider has represented that it has the experience, personnel and resources necessary to perform the services described herein and Owner desires to engage Service Provider on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their mutual obligations, payment terms, confidentiality obligations and governing law in a single written agreement.

Scope of Work

Service Provider shall perform the work, deliverables and services described below in a professional and timely manner consistent with industry standards.

Payment Terms

Owner agrees to pay Service Provider the fees set forth below in exchange for the services rendered under this Agreement. All amounts are payable in U.S. Dollars and are due as specified.

Late Payment: Owner shall pay interest on any past-due amount at the rate of on the unpaid balance, or the maximum rate permitted by law, whichever is less. Owner shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of days following written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by either party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that is (a) already known to the recipient without restriction, (b) becomes publicly available through no act or omission of the recipient, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the recipient.

Each party shall (i) hold the other party's Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, 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 restrictive as those in this Agreement. The obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as such protection is available under applicable law.

Confidential materials provided by Owner: Yes    No

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Service Provider represents that services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Owner represents that it owns or has the right to use any materials provided to Service Provider for performance of the services.

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law.

Notices

All notices required or permitted by this Agreement must be in writing and delivered to the contact information set forth below (or to such other address as a party may designate in writing). Notices will be deemed given when delivered personally, by reputable overnight courier, or three (3) business days after deposit in the U.S. mail when sent by certified mail, return receipt requested.

Governing Law; Entire Agreement

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

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Execution and Authority

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that their signature binds that party to the terms of this Agreement.

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