Business Package NEOD

Business Package NEOD

This Business Package Agreement ("Agreement") is entered into by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties") on Effective Date: .

RECITALS

WHEREAS, Client engages in commercial activities and requires certain services and deliverables as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to provide the services and deliverables set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Service Provider will provide a business package identified as NEOD to Client.

PARTIES' IDENTIFICATION

Sole Proprietor    Corporation    Limited Liability Company (LLC)    Other:

Sole Proprietor    Corporation    Limited Liability Company (LLC)    Other:

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below (the "Services"). Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards and in compliance with all applicable laws.

PAYMENT TERMS

Client shall compensate Service Provider as follows. Payment obligations are independent of the timing of deliverables unless otherwise agreed in writing.

Bank Transfer    Check    Card    Other:

If any undisputed amount due is not paid within days after the due date, Client shall pay a late fee of % per month on the outstanding balance, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this section.

Either Party may terminate this Agreement for convenience upon providing written notice to the other Party at least days prior to the effective termination date. Either Party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial, or other information disclosed by one Party to the other, whether disclosed orally, visually, or in writing, 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. Confidential Information does not include information that is (a) publicly known through no fault of the receiving Party; (b) already known by the receiving Party without obligation of confidentiality; (c) rightfully received from a third party without restriction; or (d) independently developed by the receiving Party without reference to the disclosing Party's Confidential Information.

The receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to employees, contractors or agents who need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (iii) take reasonable measures to protect the confidentiality of such information. The obligations in this section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, gross negligence, or willful misconduct. The indemnified Party shall provide prompt written notice and cooperate reasonably in the defense or settlement of any such claim.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any dispute arising out of or related to it 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 shall first attempt in good faith to resolve disputes through negotiation. If the Parties cannot resolve a dispute through negotiation within sixty (60) days, either Party may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

NOTICES

All notices, consents or approvals required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a Party designates by notice in accordance with this section. Notices shall be deemed given upon personal delivery, one business day after delivery to a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held to be 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 Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets provided that the assignee assumes all obligations hereunder.

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