Business Package

BUSINESS PACKAGE

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

WHEREAS

WHEREAS, Client Name: seeks to procure certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the capability and expertise to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the scope, payment, confidentiality and other material terms of the engagement.

SCOPE OF WORK

Service Provider shall perform the work and deliverables described below. The parties acknowledge that the description of services may be expanded by a written amendment executed by both parties.

PAYMENT TERMS

Compensation: Client shall pay Service Provider the total sum of $ for the services described above, subject to the payment schedule below.

Invoicing and Payment Terms: Service Provider shall submit invoices in accordance with the payment schedule. Unless otherwise agreed in writing, payments are due within days of receipt of invoice.

Late Payment Fee: Any undisputed amount not paid when due shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement without cause by providing not less than days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein; and (c) use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that is (i) already known to the Receiving Party without obligation of confidentiality; (ii) becomes publicly available other than by breach of this Agreement; (iii) lawfully obtained from a third party without restriction; or (iv) independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations shall continue during the Term and for a period of years following termination or expiration of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles.

Dispute Resolution: The parties agree to first attempt to resolve disputes in good faith negotiation; if unresolved, parties may pursue any remedy available under applicable law.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, together with any written exhibits or amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Assignment: Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Amendment and Waiver: Any amendment or waiver must be in writing and signed by both parties. No failure or delay in exercising any right constitutes a waiver of that right.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and that the execution and performance hereof will not violate any other agreement to which it is a party.

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