Business Services Gordon

BUSINESS SERVICES GORDON

This Business Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires professional business services as set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the qualifications, experience and ability to perform the services described herein and agrees to provide such services to Client under the terms and conditions set forth below.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services in writing.

SCOPE OF WORK

Service Provider shall perform the services described above professionally, in a timely manner, and in accordance with industry standards. Service Provider shall provide all labor, materials, equipment, and supervision necessary to complete the services unless otherwise expressly set forth in this Agreement.

PAYMENT TERMS

Service Provider shall submit invoices in accordance with the Payment Schedule above. Client shall pay undisputed invoices within days of receipt. All payments shall be in lawful currency and free of setoff or deduction, except as required by applicable law.

Any amounts not paid when due shall bear interest at the rate of late fee percentage specified above per month (or the maximum lawful rate if lower). Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred to collect delinquent amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon providing the number of days' prior written notice specified above. Either party may terminate this Agreement immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach, or immediately if required by applicable law.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the Receiving Party; (b) was in the Receiving Party's legitimate possession prior to disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall: (i) hold Confidential Information in strict confidence and use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to third parties except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (iii) use Confidential Information only to perform its obligations under this Agreement. Upon termination or written request, Receiving Party shall return or destroy Confidential Information, except to the extent retention is required by law or reasonable record-keeping practices. The confidentiality obligations herein survive termination for a period of three (3) years, except trade secrets shall be protected for so long as they remain trade secrets under applicable law.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid, enforceable provision that most nearly effects the parties' intent herein.

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