Business Pagni Document

BUSINESS PAGNI DOCUMENT

This Business Pagni Document (the "Agreement") is made effective as of by and between the parties identified below.

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business advisory, facilitation, or operational services described herein; and

WHEREAS, Service Provider represents that it has the expertise and capacity to perform such services and is willing to provide those services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth their respective rights, obligations and remedies in connection with the business engagement known colloquially as a "Pagni" arrangement between the parties.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that the description should be sufficiently specific to define performance expectations, deliverables, and acceptance criteria.

PAYMENT TERMS

Total Compensation (aggregate):

Late Payment: If any amount due hereunder is not received by Service Provider within days after its due date, Client shall pay interest on the overdue amount at the rate of , or the maximum rate permitted by applicable law, whichever is lower. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon prior written notice of days 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 thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred prior to termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information of the other only to perform its obligations under this Agreement; and (c) not disclose Confidential Information of the other to any third party except to those employees, contractors, or professional advisors having a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall promptly return or destroy all materials embodying Confidential Information and certify in writing that it has done so. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets which shall survive for as long as they qualify as trade secrets.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice in accordance with this section.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments 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 oral or written. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found unenforceable, the remainder shall continue in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that injunctive relief may be appropriate.

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