Business Part Agreement

BUSINESS PART AGREEMENT

This Business Part Agreement (the "Agreement") is made and entered into as of Effective Date: by and between:

Parties

Corporation    LLC    Individual    Other:

Corporation    LLC    Individual    Other:

WHEREAS

WHEREAS, Party A is engaged in the business of and possesses certain expertise, resources and relationships relevant to the collaboration contemplated herein;

WHEREAS, Party B seeks to engage Party A for participation in and Party A is willing to provide the services on the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards.

2. PAYMENT TERMS

As full compensation for the services performed under this Agreement, Party B shall pay Party A the sums and according to the schedule set forth below.

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments shall accrue interest at the lesser of % per month or the maximum permitted by law.

3. 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 no less than days to the other party. Termination for material breach shall be effective upon written notice if the breaching party fails to cure within 30 days of receipt of such notice.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to hold Confidential Information in strict confidence, to use it only for the purposes of performing under this Agreement, and to limit disclosure to employees or contractors who have a need to know and who are bound by equivalent confidentiality obligations.

Confidentiality obligations shall continue for a period of years after termination or expiration of this Agreement, except with respect to trade secrets which shall be protected for so long as they qualify as trade secrets under applicable law.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party agrees to indemnify, defend and hold harmless the other party from and against any losses, damages or liabilities arising out of a breach of such party's representations, warranties, or obligations under this Agreement, except to the extent resulting from the other party's gross negligence or willful misconduct.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice-of-law rules.

7. ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by duly authorized representatives of both parties.

8. 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 this Agreement without the prior written consent of the other, except to a successor-in-interest by merger or sale of substantially all assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party designates in writing.

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