Business Sheet

BUSINESS SHEET

Parties and Contact Information

Entity Type: Sole Proprietorship LLC Corporation Other

Contact Person (Client):    Phone:    Email:

Contact Person (Provider):    Phone:    Email:

Recitals

WHEREAS, Client Name: desires to obtain certain business services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel, and resources to provide such services under the terms set forth in this Business Sheet; and

WHEREAS, the parties desire to set forth the terms, scope, payment, and other arrangements governing the services to be performed.

Scope of Work

Deliverables and acceptance criteria shall be as set forth above. Any material change to the Scope of Work must be made in writing and signed by authorized representatives of both parties prior to implementation.

Payment Terms

Invoices shall be due within days of receipt unless otherwise stated. Overdue amounts shall accrue interest at % per month (or the maximum permitted by law, if less).

Term and Termination

Effective Date: . Term shall commence on the Effective Date and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Business Sheet for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice.

Upon termination, Client shall pay Provider for all services performed and unreimbursed expenses incurred up to the effective date of termination. Sections concerning confidentiality, payment of accrued obligations, limitations of liability, and governing law shall survive termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether written, oral or electronic, 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 excludes information that: (i) is or becomes generally available to the public other than by a breach of this agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Each party shall (a) use Confidential Information solely for performance of its obligations under this Business Sheet, (b) restrict disclosure to those employees, contractors and agents with a need to know and subject to confidentiality obligations no less protective than those contained herein, and (c) use at least reasonable care to protect the other party's Confidential Information. Confidential obligations shall continue for a period of years following termination, provided that trade secrets shall remain subject to protection for as long as they qualify as trade secrets under applicable law.

Representations; Warranties

Each party represents and warrants that it has full power and authority to enter into this Business Sheet and to perform its obligations hereunder. Provider represents that services will be performed in a professional and workmanlike manner consistent with industry standards. Except as expressly set forth in this Business Sheet, no other warranties are made, and all implied warranties, including merchantability and fitness for a particular purpose, are disclaimed to the fullest extent permitted by law.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages. The aggregate liability of either party for any claim arising out of or related to this Business Sheet shall not exceed the total fees paid by Client to Provider under this Business Sheet in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Business Sheet shall be governed by and interpreted in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Business Sheet through negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration before a single arbitrator in the county where Provider's principal place of business is located, in accordance with the then-applicable arbitration rules, and judgment on the award may be entered in any court of competent jurisdiction.

Entire Agreement; Amendments

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

Notices

All notices required or permitted under this Business Sheet shall be in writing and delivered to the addresses set forth above by personal delivery, certified mail (return receipt requested), or courier, and shall be deemed given upon receipt.

Miscellaneous

If any provision of this Business Sheet is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign its rights or delegate its obligations under this Business Sheet without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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