Business Services Shooting Star

BUSINESS SERVICES SHOOTING STAR

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

WHEREAS

WHEREAS, Client desires to engage Service Provider to perform certain business, promotional, and creative services related to the Shooting Star project described herein; and

WHEREAS, Service Provider represents that it possesses the necessary expertise, personnel, and resources to provide the services and agrees to perform such services under the terms and conditions set forth in this Agreement.

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

Scope of Work

Service Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards. Deliverables shall be provided in the formats and on the schedule described in the Description of Services or as otherwise agreed in writing by the parties.

Payment Terms

Unless otherwise agreed in writing, payments are due within days from the date of invoice. All invoices shall itemize services performed and applicable expenses.

Past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

Term and Termination

The term of this Agreement commences on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the date of termination. Service Provider shall deliver any completed deliverables and reasonable records of work performed.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential under the circumstances. Each receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who need the information and are bound by confidentiality obligations no less protective than those in this Agreement.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was known to the receiving party prior to disclosure as shown by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of Confidential Information. A receiving party may disclose Confidential Information if required by law or court order, provided it gives the disclosing party prompt notice and cooperates to seek protective relief.

Representations; Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement and that its performance will not violate any agreement with a third party. Service Provider warrants that services will be performed in a professional manner consistent with applicable industry standards. Client shall indemnify and hold harmless Service Provider from liabilities arising from Client materials, Client's misuse of deliverables, or Client's breach of this Agreement. Service Provider shall indemnify and hold harmless Client from liabilities resulting from Service Provider's gross negligence or willful misconduct in performing the services.

Insurance

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the services provided, including general liability and, if applicable, professional liability. Upon reasonable request, Service Provider shall provide certificates of insurance to Client.

Independent Contractor

Service Provider is an independent contractor and nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Service Provider is responsible for all taxes and withholdings related to fees paid under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above and shall be deemed given upon receipt.

Severability; Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach or default shall be considered a waiver of any subsequent breach or default.

Signatures

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