Business Rev Document

BUSINESS REV DOCUMENT

This Business Rev Document (the "Agreement") is entered into as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Company A is engaged in the business of providing services, products and business development procedures related to revenue optimization and monetization strategies; and

WHEREAS, Company B desires to engage Company A to perform certain services in accordance with the terms and conditions set forth in this Agreement, and Company A is willing to perform such services for Company B;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Company A shall provide services and deliverables to Company B as described below. Company A warrants that it will perform the services with reasonable skill and diligence consistent with industry standards.

Payment Terms

Overdue amounts shall accrue interest at % per month (or the maximum rate permitted by law), plus reasonable costs of collection, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination for convenience is: permitted

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other relating to business, technology, finances, customers, pricing, strategies, processes, or other proprietary information. Each receiving party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality; and (c) use Confidential Information solely for performance under this Agreement.

Exclusions: Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without breach of any obligation of confidentiality.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or hand delivery and shall be effective upon receipt.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments 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, negotiations and communications, whether oral or written. No modification or amendment of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Remedies; Survival

Each party acknowledges that a breach of the confidentiality obligations or other material provisions may cause irreparable harm for which monetary damages may be inadequate and that equitable relief, including injunctive relief, may be sought in addition to any other remedy at law or in equity. The provisions of this Agreement that by their nature are intended to survive termination or expiration shall so survive, including but not limited to confidentiality, indemnification and payment obligations.

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