Business Rep Letter

BUSINESS REPRESENTATION LETTER

This Business Representation Letter (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client is engaged in the business identified above and requires professional representation and business development services to negotiate, execute and manage specified commercial transactions;

WHEREAS, Representative has the experience, qualifications and authority necessary to act on behalf of Client for the limited purposes set forth below and is willing to provide such services under the terms and conditions of this Agreement;

WHEREAS, the parties intend by this document to establish the scope of authority, compensation, confidentiality and other terms governing Representative's engagement.

SCOPE OF REPRESENTATION

Representative shall perform the services set forth below on behalf of Client. Representative's authority is limited to those activities expressly described herein and does not permit Representative to incur liabilities or execute instruments on behalf of Client except as specifically authorized in writing.

Representative is hereby granted authority to (check applicable):

PAYMENT TERMS

As compensation for the services described above, Client shall pay Representative in accordance with the terms below.

All payments are due within the timeframes set forth above. Unpaid amounts shall accrue interest and late fees as described, and Client is responsible for reasonable collection costs, including attorneys' fees, if necessary to collect unpaid sums.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party as set forth above. Termination for cause may be effected immediately upon written notice for material breach, insolvency, fraud, willful misconduct, or failure to cure a breach within fourteen (14) days after written notice.

CONFIDENTIALITY

Representative acknowledges that during the course of performance it will receive or have access to Confidential Information of Client. "Confidential Information" means nonpublic business, financial, technical, contractual and other information disclosed by Client, whether oral, written or electronic, that is designated confidential or that reasonably should be understood to be confidential.

Representative agrees to (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information only for the performance of this Agreement; and (c) not disclose Confidential Information to any third party without Client's prior written consent, except to Representative's employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public through no fault of Representative; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed by Representative without use of Client's Confidential Information. Upon termination or at Client's request, Representative shall promptly return or securely destroy all Confidential Information and certify such destruction in writing.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement, that the execution of this Agreement has been duly authorized, and that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

GOVERNING LAW

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

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence or breach of confidentiality, neither party shall be liable to the other for any consequential, incidental, special or punitive damages. Representative's total aggregate liability under this Agreement shall not exceed the total fees paid by Client to Representative under this Agreement during the twelve (12) month period preceding the claim.

ENTIRE AGREEMENT

This Agreement, together with any attachments or written authorizations expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties.

SEVERABILITY; NOTICE

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. 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 designates by notice in accordance with this section.

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