Business Service Sheet

BUSINESS SERVICE SHEET

This Business Service Sheet (the "Agreement") is entered into as of Effective Date: by and between Service Provider Name: with Business Address: , and Client Name: with Business Address: .

WHEREAS

WHEREAS, Service Provider possesses the expertise, personnel and resources to perform professional business services as described below; and

WHEREAS, Client desires to engage Service Provider to perform such services on the terms and conditions set forth in this Agreement; and

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

SCOPE OF WORK

ITEMIZED SERVICES & RATES

Service Line 1: Qty: Rate: $ Line Total: $

Service Line 2: Qty: Rate: $ Line Total: $

Additional details / notes:

PAYMENT TERMS

Total Estimated Fee: $. Payment shall be made in accordance with the schedule below.

Late Payment Fee: applied to overdue balances from the invoice due date until paid in full, or the maximum permitted by applicable law, whichever is less.

Invoicing: Invoices will be issued to Billing Contact: at Billing Address: . Payment is due within days of invoice date.

Accepted Payment Methods: Bank transfer Check Credit card Other

TERM AND TERMINATION

Term Commencement Date: . Term End Date or Estimated Completion: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Either party may terminate immediately for material breach if the breach remains uncured for a period of 10 days after written notice.

Upon termination, Client shall pay Service Provider for all work performed and reasonable, documented costs incurred through the date of termination. Service Provider shall deliver any completed work and such part-completed work as Client reasonably requests.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one party to the other, whether orally or in writing, 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 does not include information that is or becomes publicly available through no fault of the receiving party, or is rightfully received from a third party without restriction.

The receiving party shall: (a) use Confidential Information solely for the performance or enforcement of this Agreement; (b) limit disclosure to those employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) employ reasonable measures to protect Confidential Information. The receiving party may disclose Confidential Information if required by law, provided it gives the disclosing party prompt notice and cooperates in any protective measures.

Breach of confidentiality will cause irreparable harm for which monetary damages may be insufficient; the disclosing party is therefore entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality, neither party shall be liable to the other for indirect, incidental, consequential or special damages, and each party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the six (6) month period preceding the event giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflicts of law principles.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. Notices are effective upon receipt.

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. The individuals signing below are authorized representatives of their respective parties.

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