Business Regiment Document

BUSINESS REGIMENT DOCUMENT

This Business Regiment Document (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Client is engaged in the business described in its organizational documents and desires to engage Service Provider to perform certain business regiment, advisory, operational and administrative services described herein; and

WHEREAS, Service Provider represents that it has the professional capability, personnel and expertise to perform such services and is willing to perform the Scope of Work under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, compensation, confidentiality and the term of engagement.

SCOPE OF WORK

Service Provider shall perform the following services (collectively, the "Services"). The Services include the regimen of business operations, development of standard operating procedures, staff training, performance monitoring, and ongoing advisory support as set forth below. Material changes to the Scope of Work shall require a written amendment signed by both parties.

PAYMENT TERMS

As full compensation for the Services, Client shall pay Service Provider the amounts and according to the schedule set forth below. All fees are due in U.S. dollars unless otherwise agreed in writing. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the Services.

If any undisputed amount owed under this Agreement is not received by Service Provider within days after the due date, Client shall pay a late fee of per month on the overdue balance, calculated daily and compounded monthly, or the maximum allowed by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this section, continues until .

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of obligations to pay for Services performed or expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Discloser") to the other party ("Recipient") in any form that is marked confidential or, given the nature of the information or the circumstances of disclosure, reasonably should be considered confidential. Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to its employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein, and (iii) 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.

Confidential Information shall not include information that (a) is or becomes publicly available without breach by Recipient, (b) was known to Recipient prior to disclosure as shown by Recipient's written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information. Recipient may disclose Confidential Information to the extent required by law or valid order of a court or governmental body, provided Recipient gives Discloser prompt written notice and cooperates with Discloser to seek protective measures.

The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that Discloser shall be entitled to equitable relief, including injunctive relief, in addition to any other remedies available at law or in equity. The obligations under this section shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall survive for as long as the information qualifies as a trade secret under applicable law.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of law principles. The parties agree to attempt in good faith to resolve disputes amicably before initiating litigation. If litigation is necessary, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the specified state.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign receivables and rights to payment. Any purported assignment in violation of this section shall be null and void.

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

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

ENTIRE AGREEMENT

This Agreement (including any exhibits, schedules or amendments executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties.

SIGNATURES

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