Business Services Confirmation

BUSINESS SERVICES CONFIRMATION

Effective Date: between Service Provider Name: and Client Name: .

WHEREAS

WHEREAS, Service Provider Name: has the expertise and personnel to perform the business services described herein; and

WHEREAS, Client Name: seeks to retain Service Provider on the terms set forth in this Confirmation to perform such services for consideration; and

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

SCOPE OF WORK

PAYMENT TERMS

Fees: Client shall pay Service Provider the fee of $ (the "Fees") for the services described in this Confirmation, exclusive of taxes and reimbursable expenses.

Invoicing and Payment Terms: Service Provider will submit invoices in accordance with the payment schedule above. Payment is due within days of invoice receipt, unless otherwise agreed in writing. Accepted payment method: .

Late Payment: Unpaid amounts shall accrue interest at the lesser of (i) % per month, calculated monthly, or (ii) the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term: The term of this Confirmation shall commence on and shall continue until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Confirmation at any time without cause upon providing written notice to the other party at least days prior to the intended termination date. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Confirmation and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing under this Confirmation, it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (i) use Confidential Information solely to perform its obligations under this Confirmation; (ii) restrict disclosure to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those here; and (iii) take commercially reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall continue for a period of years following termination or expiration of this Confirmation, except as otherwise required by law.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly available through no breach of this Confirmation, (b) was rightfully known prior to disclosure, (c) is rightfully obtained from a third party without restriction, or (d) is independently developed without use of the Confidential Information. A party may disclose Confidential Information to the extent compelled by law, provided it gives reasonable prior notice to the disclosing party and cooperates in any lawful effort to limit or contest such disclosure.

GOVERNING LAW

This Confirmation shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that state for disputes arising under or in connection with this Confirmation.

ENTIRE AGREEMENT

This Confirmation, together with any exhibits or attachments expressly incorporated by reference, 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 amendment or modification of this Confirmation shall be binding unless in writing and signed by both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights or delegate its obligations under this Confirmation without the prior written consent of the other party, except that Service Provider may assign accounts receivable.

Severability: If any provision of this Confirmation is found invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the original intent.

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