Business Participant Document

BUSINESS PARTICIPANT DOCUMENT

Company Name:   Company Address:

Participant Name:   Participant Address:

Effective Date:

RECITALS

WHEREAS, Company is engaged in the business of providing commercial services and desires to retain the services of Participant to perform services as described herein; and

WHEREAS, Participant represents that Participant has the skill, experience and qualifications to perform the work described in this document and is willing to provide such services to Company on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF WORK

Participant shall perform the services, deliverables and responsibilities described below. The description below constitutes the full scope of work to be provided under this Document:

2. PAYMENT TERMS

Company shall pay Participant compensation as set forth below. All amounts are in lawful currency of the United States unless otherwise agreed in writing.

3. TERM AND TERMINATION

This Document commences on the Effective Date and will continue in full force until the completion of the Scope of Work or until terminated as provided below.

Either party may terminate this Document for material breach by the other party if the breaching party fails to cure the breach within the notice period set forth above. Termination for convenience by Company requires payment for all services performed through the effective date of termination plus any non-cancellable obligations.

4. CONFIDENTIALITY

For purposes of this Document, "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether disclosed orally, in writing, or by inspection, including but not limited to business plans, financial information, technical data, trade secrets, client lists and pricing information.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose such information to any third party except as expressly permitted herein, and (c) use Confidential Information solely for the performance of this Document. The receiving party shall take reasonable measures to protect Confidential Information no less than those it uses to protect its own confidential materials.

Notwithstanding the foregoing, Confidential Information does not include information that (i) is or becomes publicly available without breach of this Document, (ii) is rightfully received from a third party without restriction, (iii) is independently developed without use of Confidential Information, or (iv) is required to be disclosed by law or regulation, in which case the receiving party shall provide prompt notice to the disclosing party where permitted and cooperate in any lawful effort to obtain protective relief.

5. INDEPENDENT CONTRACTOR; INSURANCE; INDEMNITY

Participant shall perform all duties as an independent contractor and not as an agent or employee of Company. Participant is responsible for all taxes, insurance and benefits applicable to Participant. Participant shall maintain adequate insurance and indemnify, defend and hold Company harmless from any claims, liabilities or expenses arising out of Participant's performance, except to the extent caused by Company's gross negligence or willful misconduct.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all work product, inventions, designs, developments and materials created by Participant in the performance of this Document shall be the sole and exclusive property of Company. Participant hereby irrevocably assigns to Company all right, title and interest in and to such work product and agrees to execute any instruments necessary to effectuate such assignment.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Document shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Document shall be resolved by binding arbitration administered in the selected state unless the parties mutually agree otherwise in writing.

8. ENTIRE AGREEMENT; AMENDMENT

This Document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment, modification or waiver of any provision of this Document shall be effective unless set forth in a written instrument signed by both parties.

9. SEVERABILITY; WAIVER

If any provision of this Document is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of this Document shall be deemed a waiver of any subsequent breach.

SIGNATURES

The undersigned hereby acknowledge that they are authorized to enter into this Document on behalf of the party they represent and agree to be bound by its terms.

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