Business Services D-1 Form

BUSINESS SERVICES D-1 FORM

Recitals

WHEREAS, Client Name: is engaged in need of certain business services as set forth herein; and

WHEREAS, Service Provider Name: possesses the skill, personnel and resources to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which the Service Provider will provide such services to Client.

Parties and Contact Information

Scope of Work

Service Provider shall perform the services described below (the "Services") in a professional and workmanlike manner consistent with industry standards. Specific tasks, deliverables, milestones and acceptance criteria are set forth in the space below.

Payment Terms

The Client shall pay Service Provider the Total Contract Amount of $ for the Services described herein, subject to the schedule and conditions below.

Invoices shall be issued in accordance with the payment schedule and are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at the rate of % per month (or the maximum rate permitted by law), plus all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on Effective Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice of breach.

Confidentiality

"Confidential Information" means non-public business, technical, financial and other information disclosed by one party to the other, whether oral, written or electronic. 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) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) is already rightfully known by the receiving party at the time of disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

Check to indicate confidentiality obligations are mutual between parties.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties may pursue any remedy available at law or in equity in the courts of that State.

Miscellaneous

Entire Agreement: This Agreement, including all attachments and exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral.

Amendment: No amendment or modification of this Agreement is effective unless in a writing signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the person signing below is authorized to bind such party.

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