Business Services CIA Agreement

BUSINESS SERVICES CIA AGREEMENT

Parties

This Business Services Confidentiality and Independent-Contractor Agreement (the Agreement) is made effective as of (Effective Date), by and between:

Recitals

WHEREAS, Service Provider is engaged in the business of providing business services, including but not limited to consulting, technical assistance, and advisory services; and

WHEREAS, Client desires to retain Service Provider to perform certain services as set forth in this Agreement and Service Provider is willing to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Scope of Work

Service Provider shall perform the services described below (Services). Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

Payment Terms

In consideration for the Services, Client shall pay Service Provider as set forth below. All amounts are in United States Dollars unless otherwise stated.

Unpaid amounts shall accrue interest at the rate specified above and may be subject to collection costs and reasonable attorneys' fees. Client shall pay all properly documented, pre-approved, and reasonable out-of-pocket expenses incurred by Service Provider in connection with the performance of Services provided that such expenses are identified in writing prior to incurrence.

Client will reimburse reasonable, pre-approved expenses incurred by Service Provider in direct connection with the Services.

Term and Termination

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

Either party may terminate this Agreement for convenience upon the giving of the notice period specified above. Either party may terminate immediately for material breach, insolvency, or violation of applicable law. Upon termination, Client shall pay Service Provider for all Services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all nonpublic information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, visually, 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, customer lists, pricing and financial information, trade secrets, know-how, and technical data.

The Receiving Party shall: (a) hold Confidential Information in strict confidence 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) not disclose Confidential Information to any third party except as permitted by this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this Section shall not apply to information that: (i) is or becomes generally known to the public other than by a breach of this Agreement by the Receiving Party; (ii) is lawfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates reasonably to seek a protective order or other appropriate remedy.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction to the Disclosing Party, except that the Receiving Party may retain archival copies as required by law or internal record-keeping policies so long as such retained copies remain subject to the confidentiality obligations herein.

Independent Contractor Status

The relationship of Service Provider to Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Service Provider shall have no authority to bind Client and shall be solely responsible for all federal, state and local taxes, withholdings, and benefits applicable to its personnel.

Indemnification

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

Limitation of Liability; Severability

Except for liability arising from breach of confidentiality, a party's gross negligence or willful misconduct, or indemnification obligations, neither party shall be liable to the other for incidental, consequential, special or punitive damages, even if advised of the possibility of such damages. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties agree that the state and federal courts located within that state shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control. The waiver of any breach shall not constitute a waiver of any other breach.

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