Business Services ADDVantage

BUSINESS SERVICES ADDVANTAGE AGREEMENT

This Business Services ADDVantage Agreement ("Agreement") is entered into effective as of by and between:

Client Name:   Address:

Service Provider:   Address:

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business support, advisory and implementation services designed to improve Client operations and financial performance, and Service Provider has represented that it has the experience, personnel and capability to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope, deliverables, payment terms and other material terms governing the engagement to be known as Business Services ADDVantage.

SCOPE OF WORK

Service Provider shall provide the services described above in a professional and workmanlike manner in accordance with industry standards. Any material change in scope, deliverables, timing or staffing shall be agreed in writing and signed by both parties as an amendment to this Agreement.

PAYMENT TERMS

Invoices shall be rendered in accordance with the payment schedule above and are payable within days of receipt unless otherwise agreed in writing. Late payments shall bear interest at the lesser of (i) per month, or (ii) the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, if payment is not made when due.

ACH/Wire Transfer   Check   Credit Card (if agreed)

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party no less than days prior to the effective date of termination. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall deliver to Client all work product completed as of the termination date and Client shall pay Service Provider for all services performed and expenses properly incurred through the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists, pricing, software, trade secrets, processes and other proprietary data.

The Receiving Party shall (i) hold Confidential Information in confidence using reasonable care, (ii) use Confidential Information solely for the performance of this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. The obligations in this section do not apply to information that (a) is or becomes generally known through no fault of the Receiving Party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, or (d) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt written notice to allow the Disclosing Party to seek protective relief.

The parties agree that monetary damages may be inadequate to remedy a breach of this confidentiality provision and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, without posting a bond and without prejudice to any other rights or remedies available at law or in equity.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

Neither party shall 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. The provisions that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to payment obligations, confidentiality, indemnification, and governing law.

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