Business Rate Agreement

BUSINESS RATE AGREEMENT

This Business Rate Agreement (the "Agreement") is entered into as of Effective Date:

PARTIES

RECITALS

WHEREAS, Client wishes to obtain certain services from Service Provider and desires to establish fixed rates and billing procedures; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services and is willing to provide such services to Client at the rates and on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing their respective rights and obligations with respect to rates, billing and related terms.

SCOPE OF WORK

RATES AND PAYMENT TERMS

1. Agreed Rate(s): The parties agree the rate for services performed under this Agreement shall be per .

2. Billing Schedule: Invoices will be issued and are payable within days of invoice date.

3. Late Payment: Unpaid amounts shall accrue a late fee of on the outstanding balance, calculated monthly, or the maximum allowed by law, whichever is less. Client shall also reimburse Service Provider for reasonable costs of collection, including attorneys' fees.

4. Expenses and Taxes: Client shall reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider in connection with performance. All fees exclude applicable sales, use, value-added and similar taxes, which shall be paid by Client unless a valid exemption is provided.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. For termination for material breach, the non-breaching party shall provide written notice and a cure period of days; failure to cure shall permit immediate termination and recovery of damages.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination and for any non-cancelable commitments made prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The parties agree that breach of this section may cause irreparable harm for which monetary damages may be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief in addition to other remedies.

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 law principles. The parties submit to the exclusive jurisdiction of courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between Client and Service Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an acquirer of substantially all of its assets or stock. Any permitted assignee shall assume all obligations hereunder.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership or joint venture between the parties.

Notices: All notices required or permitted by this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

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