Business Services NSA

BUSINESS SERVICES NON-SOLICITATION AGREEMENT

This Business Services Non-Solicitation Agreement (the "Agreement") is entered into as of by and between (Service Provider) and (Client).

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional services including ; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and, in connection therewith, will disclose Confidential Information and relationships with employees, contractors and clients of Client; and

WHEREAS, the parties desire to protect Client's business relationships and Confidential Information by restricting solicitation and competitive hiring during and for a limited period following the Term.

PARTY INFORMATION

Individual LLC Corporation Partnership

Individual LLC Corporation Partnership

SCOPE OF WORK

Service Provider shall perform the services described below for Client in a professional and workmanlike manner consistent with industry standards. Specific deliverables, milestones and acceptance criteria are as set forth in the description below.

PAYMENT TERMS

Late payments shall accrue interest at on the unpaid balance, compounded monthly, or the maximum rate permitted by law, whichever is less. Client shall reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if the breach remains uncured for more than thirty (30) days after written notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include information that is (i) publicly known through no wrongful act by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party; or (iv) required to be disclosed by law or valid legal process.

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 no less than reasonable care; (b) use Confidential Information solely to perform obligations 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 at least as protective as those herein.

NON-SOLICITATION

During the Term and for a period of months following termination, Service Provider shall not, directly or indirectly, solicit, induce or attempt to induce any employee, independent contractor or consultant of Client to terminate or diminish their relationship with Client, nor shall Service Provider solicit or provide services to any Client customer or client for whom Service Provider performed services during the Term within the territory of .

The non-solicitation obligations shall not apply to (a) general solicitations not targeted at Client's personnel or customers; or (b) hires of individuals who independently approach Service Provider without the use of Confidential Information or improper solicitation.

For breach of the non-solicitation provisions, the parties acknowledge that damages may be difficult to ascertain and agree that, in addition to equitable relief, liquidated damages equal to shall be payable to the non-breaching party, without prejudice to any other remedies available at law or in equity.

MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to choice of law principles.

Assignment: Neither party may assign or delegate 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, sale of substantially all assets or change of control.

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

Entire Agreement: This Agreement, together with any exhibits or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing signed by both parties.

NOTICES

Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed overnight courier, or three (3) days after deposit in the mail when sent by certified mail, postage prepaid, to the addresses set forth above or to such other address as a party may specify in writing.

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