Business Service Form

BUSINESS SERVICE FORM

This Business Service Agreement is entered into by the following parties as of the Effective Date stated below.

Client Name:    Service Provider Name:

Effective Date:

Recitals

WHEREAS, Client Name: has determined that it requires certain professional services and wishes to engage the Service Provider to perform such services under the terms set forth herein;

WHEREAS, Service Provider Name: represents that it has the necessary expertise, personnel and resources to perform the services described in this Agreement and agrees to provide such services in a professional and workmanlike manner;

WHEREAS, the parties desire to set forth the terms and conditions under which the services will be performed, paid for, and accepted.

Scope of Work

Payment Terms

The Client shall pay the Service Provider in accordance with the terms below. All sums are payable in United States currency unless otherwise agreed in writing. The Service Provider shall invoice the Client in accordance with the agreed schedule and shall include reasonable documentation supporting amounts billed.

Invoices shall be payable within days of receipt. Late payments shall accrue interest as set forth below.

Term and Termination

This Agreement shall commence on the Start Date set forth below and remain in effect until the End Date below, unless earlier terminated in accordance with this Agreement.

Start Date:

End Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve any party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party agrees to hold in strict confidence and not to disclose or use any Confidential Information of the other party except as necessary to perform its obligations under this Agreement. Confidential Information excludes information that is publicly available without breach of this Agreement, independently developed without use of confidential information, or rightfully received from a third party.

The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Remedies for breach include injunctive relief, monetary damages, and any other remedies available at law or equity.

The parties acknowledge and agree that the confidentiality obligations set forth above are material to this Agreement.

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 principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

Miscellaneous Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

Amendment: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a change of control.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

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