Business PF Document

BUSINESS PF DOCUMENT

This Business PF Document (the Agreement) is entered into by and between:

Company Name:    Address:

Service Provider Name:    Address:

RECITALS

WHEREAS, Company requires professional services relating to business planning, financial structuring and project facilitation as more specifically described below; and

WHEREAS, Service Provider represents that it has the experience, personnel and capability to perform the services described in this Agreement and is willing to perform such services under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions of their relationship in writing.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:    Currency:

Payment Due Within (days of invoice):    Late Fee:

All payments shall be made in cleared funds to the account designated in writing by Service Provider. Overdue amounts shall accrue interest at the rate specified above and the Company shall be responsible for reasonable collection costs, including attorney fees, if applicable.

TERM AND TERMINATION

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Termination for cause may be effected immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

Upon termination, Service Provider shall deliver all work in progress and Company shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by either party to the other, whether disclosed orally, in writing or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (i) hold the other party’s Confidential Information in strict confidence, (ii) not disclose it to any third parties except as expressly permitted in writing, and (iii) use the Confidential Information only to exercise rights and perform obligations under this Agreement. The foregoing obligations shall not apply to information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, (c) independently developed by the receiving party without use of Confidential Information, or (d) required to be disclosed by law or court order, provided the receiving party gives prompt notice and cooperates to seek a protective order.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for so long as they constitute trade secret information 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 principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of or related to this Agreement.

MISCELLANEOUS PROVISIONS

Entire Agreement: This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

Amendments and Waivers: No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by both parties.

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

Independent Contractor: Service Provider shall perform services as an independent contractor and nothing contained in this Agreement shall be construed to create an employment relationship, partnership or joint venture between the parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person executing this Agreement on its behalf has been duly authorized, and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

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