Business Printout

BUSINESS PRINTOUT

This Business Printout (the "Agreement") is made effective as of Effective Date: by and between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client Name supplies certain business requirements, objectives, and background information relevant to the services described below; and

WHEREAS, Service Provider Name possesses the necessary expertise, personnel and resources to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider Name will provide services to Client Name as set forth herein.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: payable in accordance with the payment schedule below. Client Name shall pay all undisputed amounts in United States dollars.

Invoicing and Due Date: Service Provider Name will submit invoices to Client Name in accordance with the schedule above. Invoices are due within days of invoice date.

Late Payment: Any undisputed past due amounts shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

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

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

CONFIDENTIALITY

Definition: For purposes of this Agreement, "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 and the circumstances of disclosure.

Obligation: Each receiving party shall: (i) hold the disclosing party's Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information but in no event less than a reasonable standard of care; (ii) not disclose Confidential Information to any third party except as permitted by this Agreement; and (iii) use Confidential Information solely to perform its obligations under this Agreement.

Exclusions: Confidential Information does not include information that the receiving party can demonstrate (a) is or becomes publicly known through no breach by the receiving party, (b) is rightfully received from a third party without confidentiality obligation, (c) is independently developed without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or regulation, provided the receiving party gives prompt written notice and cooperates in any lawful attempts to limit disclosure.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

MISCELLANEOUS

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

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits 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, and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

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