Business Partner Setup Packet

BUSINESS PARTNER SETUP PACKET

This Business Partner Setup Packet (the Agreement) is made and entered into by and between Company Name: and Partner Name: effective as of Effective Date: .

WHEREAS

WHEREAS, Company and Partner desire to establish a business relationship pursuant to which Partner will perform defined services and receive compensation as set forth below; and

WHEREAS, Partner represents that it has the authority, qualifications, and resources to perform the services described in this Agreement, and Company desires to engage Partner on the terms and conditions set forth herein.

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

SCOPE OF WORK

PAYMENT TERMS

Compensation: Company shall pay Partner a total fee of for the services described above, payable in accordance with the schedule below.

One-time payment    Milestone payments (describe below)

Invoicing and Payment Terms: Partner shall submit invoices to Company and Company shall pay invoices within days of receipt, provided that invoices conform to the invoicing requirements set forth herein.

Late Payment: Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Company shall be responsible for reasonable collection costs incurred by Partner in enforcing payment.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement without cause upon giving written notice to the other party not less than days prior to the effective date of termination.

Termination for Cause: Either party may immediately terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, or electronic, including business plans, technical data, trade secrets, customer lists, pricing, and financial information.

Obligations: The receiving party shall (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform obligations under this Agreement.

Exceptions: Confidential Information shall not include information that (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the disclosing party's Confidential Information.

Duration: The obligations of confidentiality shall survive termination of this Agreement for a period of years, except that trade secrets and attorney-client privileged materials shall remain protected to the extent permitted by law.

INDEMNIFICATION AND INSURANCE

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, gross negligence or willful misconduct. Any indemnity obligations shall be subject to the indemnified party's compliance with notice and cooperation requirements.

Yes, certificate provided and retained by Company

ADMINISTRATIVE INFORMATION

Corporation    LLC    Partnership    Sole Proprietor    Other:

BANKING / REMITTANCE

MISCELLANEOUS PROVISIONS

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

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor entity without Partner consent upon written notice.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the extent permitted by law to give effect to the parties' intent.

Entire Agreement: This Agreement, including any attachments and the Scope of Work, 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.

REPRESENTATIONS AND CERTIFICATIONS

Each party represents and warrants that it has full corporate or organizational power and authority to enter into and perform this Agreement, and that the person signing on its behalf is authorized to execute this Agreement and bind the party.

Certification: By signing below, the undersigned certifies that the information provided in this packet is true, complete, and accurate to the best of the undersigned's knowledge and that the undersigned is authorized to execute this Agreement on behalf of the entity identified.

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