Business Performance Agreement

BUSINESS PERFORMANCE AGREEMENT

This Business Performance Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client engages Service Provider to perform certain business performance services and deliverables described herein, and Service Provider represents that it has the expertise, personnel, and resources to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will provide such services and Client will compensate Service Provider; and

WHEREAS, performance standards, deliverables, and payment terms are to be memorialized in this Agreement for clarity and enforceability.

SCOPE OF WORK

PAYMENT TERMS

Total Compensation: $ payable in accordance with the schedule below. All payments are exclusive of applicable taxes unless otherwise stated.

Deposit (if any): $ due upon execution. Invoices shall be due and payable within days of receipt.

Late Payment: Unpaid amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if lower), calculated daily and compounded monthly. Client is responsible for any collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement: This Agreement begins on Start Date: and will continue until End Date: unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement without cause by providing written notice at least days prior to the effective termination date.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: The Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) restrict disclosure to those employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable safeguards to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party, (ii) was known to the Receiving Party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any action arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or attachments executed contemporaneously, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, understandings, or representations. No amendment or modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee, joint venturer, or agent of Client. Service Provider shall be solely responsible for all taxes and withholdings applicable to payments made under this Agreement.

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Remedies: The parties acknowledge that a breach of confidentiality or other material obligations may cause irreparable harm for which monetary damages are an inadequate remedy; accordingly, a party shall be entitled to injunctive relief in addition to any other remedies at law or in equity.

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