Business Scheduler

BUSINESS SCHEDULER

Service Provider Name:   Client Name:

WHEREAS

1. Whereas Service Provider is engaged in the business of providing the services described below and has represented the qualifications and capacity to perform scheduling, coordination, and delivery of those services in accordance with this agreement;

2. Whereas Client requires recurring or one-time services to be scheduled, coordinated and performed by Service Provider under the terms and conditions set forth herein; and

3. Now therefore, in consideration of the mutual covenants set forth below, the parties agree to the scheduling and performance arrangements described in this Business Scheduler.

SCOPE OF WORK AND SCHEDULE

Service Type:   Primary Location:

Recurrence: One-time Weekly Bi-weekly Monthly

PAYMENT TERMS

Fee per Scheduled Engagement: $   Estimated Total (if known): $

Late Payment Fee:   Payment Terms (days):

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Business Scheduler upon written notice to the other party. Required notice prior to termination: days.

Effect of Termination: Upon termination, Client shall pay Service Provider for all scheduled work performed and reasonable non-cancellable commitments incurred prior to effective date of termination. Refunds for prepaid services shall be issued only to the extent not earned and after deduction of reasonable administrative costs.

CANCELLATION AND RESCHEDULING

Cancellation Notice Required: days prior to scheduled engagement to avoid a cancellation fee. Late cancellations may incur a fee equal to the lesser of the full engagement fee or actual documented costs incurred.

Rescheduling: Reschedules requested by Client must be submitted in writing. Service Provider will use commercially reasonable efforts to accommodate reschedules but is not obligated to provide the same time slot.

CONFIDENTIALITY

Definitions: "Confidential Information" means all non-public business, technical or financial information disclosed by either party to the other in connection with this Agreement, whether disclosed orally or in writing.

Obligations: Receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform obligations under this Business Scheduler.

Exclusions: Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known to the receiving party prior to disclosure, or is required to be disclosed by law, provided that the receiving party gives prompt written notice and limits disclosure to the minimum required.

Duration: The confidentiality obligations shall survive termination of this Business Scheduler for a period of three (3) years except for trade secrets, which shall remain confidential for as long as permitted by applicable law.

GOVERNING LAW

This Business Scheduler shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. Exclusive venue for disputes shall lie in the courts of that jurisdiction unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Business Scheduler, including all attachments and schedules executed contemporaneously, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADMINISTRATIVE CONTACTS

ADDITIONAL PROVISIONS

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall be responsible for all taxes, insurance and benefits for its personnel.

Force Majeure: Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, provided that the affected party gives prompt notice to the other and uses reasonable efforts to resume performance.

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