Business Services Ligency

BUSINESS SERVICES LIGENCY

This Business Services Ligency (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider to act as an authorized ligent agent to perform certain business services related to licensing, representation, facilitation, and advisory activities as set forth herein; and

WHEREAS, Provider is qualified and willing to perform the services described in this Agreement in accordance with the terms, conditions, and performance standards set forth below; and

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

1. SCOPE OF WORK

Provider shall perform the services described in this Scope of Work. Provider shall use commercially reasonable efforts to perform services in a timely, professional, and law-abiding manner consistent with industry standards.

2. PAYMENT TERMS

Client shall pay Provider for services rendered as set forth below. All amounts are payable in lawful currency and exclusive of any taxes for which Client is responsible by law.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed in writing, Client shall pay undisputed invoices within days of receipt.

Overdue amounts shall accrue interest at on the outstanding principal, or the maximum rate permitted by law, whichever is less. In addition, Client shall be responsible for reasonable collection costs and legal fees.

3. TERM AND TERMINATION

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

Effective Date:    End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Client may terminate for convenience upon days' prior written notice and payment of all accrued fees and expenses through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party shall (i) hold Confidential Information in strict confidence using no less than a reasonable degree of care, (ii) not disclose Confidential Information to any third party except as expressly permitted in writing, and (iii) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally available to the public through no fault of the receiving party, was rightfully known to the receiving party prior to disclosure, or is required to be disclosed by law or valid legal process.

5. INDEPENDENT CONTRACTOR; COMPLIANCE

Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client for any purpose other than those duties expressly set forth herein. Provider shall comply with all applicable laws, rules, and regulations in performing services under this Agreement and shall maintain necessary licenses, permits, and authorizations.

6. INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying party's breach of this Agreement, willful misconduct, or negligent performance of its obligations hereunder.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the selected jurisdiction for any disputes arising out of or relating to this Agreement.

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments hereto, 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 amendments must be made in writing and signed by authorized representatives of both parties.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notice is effective upon delivery if delivered personally, by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, certified or registered mail, return receipt requested.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision shall be effective unless in writing and signed by the waiving party. The parties acknowledge that monetary damages may be inadequate to remedy a breach of the confidentiality or non-solicitation provisions and that injunctive relief may be appropriate.

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