Business Services Expand WDL Form

BUSINESS SERVICES EXPAND WDL FORM

Parties and Effective Date

This Business Services Expand WDL Form (the Agreement) is entered into as of by and between:

Entity Type: Individual Corporation LLC Partnership

Recitals

WHEREAS, Client engages Service Provider to expand, develop, and deliver certain business services and related deliverables described herein; and

WHEREAS, Service Provider has the expertise, personnel, and resources to perform the services and to expand the existing Work Description List (WDL) pursuant to the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, term, termination and other material terms in writing.

Scope of Work

Delivery Deadlines and Milestones:   Milestone Description:

Payment Terms

Compensation: Client shall pay Service Provider the fees set forth below in consideration for the services and deliverables described in this Agreement.

Invoicing: Service Provider will submit invoices to Client in accordance with the Payment Schedule. Invoices are due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: Past due amounts shall accrue interest at a rate of compounded monthly, and Client shall be liable for reasonable collection costs and attorneys' fees incurred by Service Provider in collecting overdue sums.

Expenses: Reimbursable expenses will be pre-approved in writing by Client and invoiced separately. Reimbursable expenses: Yes No

Term and Termination

Term: This Agreement commences on the Start Date and continues until the End Date unless earlier terminated as provided below.

Start Date:    End Date:

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date.

Termination for Cause: Either party may terminate 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.

Effect of Termination: Upon termination, Service Provider shall deliver completed work and invoice Client for services performed and approved expenses incurred through the effective date of termination. Client shall pay undisputed invoices in accordance with the Payment Terms.

Confidentiality

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party to the other, whether oral, written, or electronic, including but not limited to trade secrets, business plans, customer lists, pricing, technical specifications, and the contents of the Work Description List (WDL).

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to those employees, contractors or advisors who need access to perform this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein, and (iii) not use Confidential Information except to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach by the receiving party, (b) is already known by the receiving party without obligation of confidentiality, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Remedies: Due to the unique nature of Confidential Information, monetary damages may be insufficient to remedy a breach; the disclosing party is entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

Representations, Warranties and Indemnity

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services shall be performed in a professional and workmanlike manner consistent with industry standards.

Indemnity: Service Provider agrees to indemnify, defend and hold harmless Client from and against any third-party claims arising from Service Provider's gross negligence or willful misconduct in the performance of services under this Agreement, subject to any limitations set forth herein.

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 its conflict of laws principles. The parties will first attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If unresolved, the parties may seek relief in a court of competent jurisdiction located in the chosen governing state.

Entire Agreement; Amendment

This Agreement, including any exhibits, schedules and the Work Description List attached or referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

Miscellaneous Provisions

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

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