Business Services CONDA

BUSINESS SERVICES CONDA

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client engages Service Provider to perform certain business services described herein, and Service Provider has the expertise and capacity to perform such services in a professional manner under the terms of this Agreement.

WHEREAS, the parties desire to set forth the scope, compensation, term, confidentiality obligations, and other terms applicable to the relationship between Client and Service Provider.

WHEREAS, the parties agree that Service Provider shall perform services as an independent contractor and not as an employee, agent, or partner of Client except as expressly set forth in this Agreement.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The parties acknowledge that any material change to the scope of services will require prior written approval and adjustment to compensation and schedule.

PAYMENT TERMS

Client shall pay Service Provider for services rendered as follows. All payments are due in United States dollars unless otherwise agreed in writing.

If any undisputed amount is not paid within days after the due date, Client shall pay interest at a rate of % per month (or the maximum lawful rate if lower) on the overdue amount until paid in full.

TERM AND TERMINATION

This Agreement commences on the Start Date and, unless earlier terminated in accordance with this Agreement, continues until the End Date.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the intended termination date. Either party may terminate this Agreement immediately upon written notice 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.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes business plans, financial information, client lists, trade secrets, technical designs, and any other information identified in writing as confidential.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and (c) limit disclosure to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) was known to the Receiving Party prior to disclosure; (ii) becomes publicly available through no fault of the Receiving Party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt written notice and cooperates to seek protective measures.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy, at the Disclosing Party's election, all Confidential Information and certify such destruction in writing within thirty (30) days.

INDEPENDENT CONTRACTOR; INTELLECTUAL PROPERTY

Service Provider is an independent contractor. Nothing in this Agreement creates an employer-employee relationship, joint venture, or partnership. Service Provider retains ownership of pre-existing intellectual property. Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, non-transferable license to any deliverables produced under this Agreement for Client's internal business purposes upon full payment.

LIMITATION OF LIABILITY AND INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, punitive, or special damages.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized overnight courier, or personal delivery, and shall be effective upon receipt.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments and accepted statements of work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or successor in interest in connection with a merger or sale of substantially all assets.

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