Business Rosenthal Document

BUSINESS ROSENTHAL DOCUMENT

Effective Date:

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain business, consulting, and operational services as specified herein; and

WHEREAS, Service Provider represents that it has the qualifications, experience and capacity to perform the services described in this agreement and is willing to perform such services in accordance with the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the work described below. The parties acknowledge that the detailed tasks, deliverables, milestones and any change orders shall be governed by the description provided in this section.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the services performed. All amounts are payable in lawful currency unless otherwise agreed in writing.

If any undisputed amount is not received within days after the due date, Client shall pay a late fee of , plus interest thereafter at , or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means information disclosed by a party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, customer lists, pricing and technical materials.

Each party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. The obligations set forth in this section do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

Upon termination or expiration of this Agreement, each party shall promptly return or certify destruction of the other party's Confidential Information, except as required to be retained under applicable law or for archival purposes subject to continued confidentiality.

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 rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that state for any dispute arising out of this Agreement.

Entire Agreement

This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Headings are for convenience only and shall not affect interpretation. If any provision is held invalid, the remainder shall remain in full force and effect.

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