Business Services Vegas Agreement

BUSINESS SERVICES VEGAS AGREEMENT

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

WHEREAS

WHEREAS, Service Provider is engaged in the business of providing professional business services, including but not limited to operations consulting, marketing support and administrative services; and

WHEREAS, Client desires to retain Service Provider to perform business services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth and memorialize their respective rights and obligations with respect to the services to be provided in the Las Vegas metropolitan area.

SCOPE OF WORK

Service Provider shall perform the services described above in a professional and workmanlike manner consistent with industry standards. Service Provider will supply all personnel, tools, equipment and materials necessary to perform the services unless otherwise agreed in writing.

PAYMENT TERMS

Client shall pay invoices within the period specified in the Payment Schedule. Overdue amounts shall bear interest at the rate set forth in the Late Payment Fee paragraph and the Client shall be responsible for costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice describing the breach with reasonable particularity.

Upon termination, Client shall pay Service Provider for all services rendered and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") 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. Confidential Information includes, without limitation, pricing, business plans, customer lists, and trade secrets.

Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to those employees, agents and contractors with a need to know, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure, not less than those measures used to protect Recipient's own confidential information. Confidential Information shall not include information that (A) is or becomes generally known to the public other than by breach of this Agreement, (B) is rightfully received from a third party without restriction, (C) is independently developed by Recipient without use of Confidential Information, or (D) is required to be disclosed by law, provided Recipient gives Discloser prompt notice and a reasonable opportunity to seek protective relief.

The obligations in this Confidentiality section shall continue for a period of three (3) years after termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or such other address as either party may specify in writing. Notices shall be deemed given upon personal delivery, one business day after deposit with a nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its choice-of-law rules. The parties agree that the state and federal courts located in Clark County, Nevada shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

MISCELLANEOUS

Independent Contractor. Service Provider is an independent contractor and nothing in this Agreement shall be deemed to create an employment, agency, partnership or joint venture relationship between the parties.

Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the other party's prior written consent, which shall not be unreasonably withheld, except that Service Provider may assign receivables.

ENTIRE AGREEMENT

This Agreement, including all attachments and exhibits referenced herein, 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. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

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