Business Service Provider Contract

BUSINESS SERVICE PROVIDER CONTRACT

This Business Service Provider Contract (the Agreement) is entered into on by and between Service Provider: whose principal place of business is , and Client: , whose principal place of business is .

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services and possesses the experience, personnel and resources necessary to perform the services described in this Agreement;

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client;

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

SCOPE OF WORK

Service Provider shall provide the services and deliverables described below. Service Provider shall perform the services professionally, in a timely manner, and in accordance with industry standards.

PAYMENT TERMS

Compensation for the services rendered under this Agreement shall be as set forth below. All amounts are stated in United States dollars unless otherwise indicated.

Any undisputed amount not paid when due shall accrue interest at the rate of percent per month (or the maximum rate permitted by law, if lower). Client shall also reimburse Service Provider for reasonable costs of collection, including attorney fees and expenses.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

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

Termination shall not relieve Client of its obligation to pay for services performed or expenses incurred prior to the effective date of termination. Upon termination, Service Provider shall deliver to Client all work in progress and Client shall pay Service Provider for all work performed to the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

For the purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other party, whether disclosed orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, and customer information.

Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event 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 except to those employees, contractors or advisors with a need to know who are bound by confidentiality obligations no less restrictive than those contained herein.

The obligations under this section shall survive termination or expiration of this Agreement for a period of unless legally required to disclose such information.

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 irrevocably submit to the exclusive jurisdiction of the state and federal courts located within that State for the resolution of any disputes arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall create an employment, joint venture or agency relationship between the parties. Service Provider is responsible for all taxes and other obligations arising from payments made hereunder.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets.

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