Business Shorts Document

BUSINESS SHORTS DOCUMENT

Parties and Recitals

This Business Shorts Document (the "Agreement") is entered into as of between Client Name: with principal place of business at , and Contractor Name: with principal place of business at .

WHEREAS, Client wishes to engage Contractor to perform certain limited, short-form business services described herein; and

WHEREAS, Contractor represents that Contractor has the experience and ability to perform such services and agrees to perform the services under the terms and conditions set forth in this Agreement.

Scope of Work

Contractor will perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

As consideration for the Services, Client shall pay Contractor the fees and reimbursements set forth below in accordance with the invoicing and payment schedule specified.

Contractor shall submit invoices to Client and Client shall pay invoiced amounts within days of receipt of a properly documented invoice. Payments shall be made in the currency agreed by the parties.

Any amount not paid when due shall accrue interest at the rate of compounding monthly, or the maximum rate permitted by applicable law, whichever is lower. Client shall also be responsible for reasonable collection costs.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its 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 are bound by confidentiality obligations no less protective than those herein. The Receiving Party shall exercise at least the same degree of care to protect Confidential Information as it employs with respect to its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (i) is or becomes generally available to the public through no act or omission of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is received from a third party free to disclose such information without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide prompt written notice and cooperate with the Disclosing Party's efforts to seek protective relief.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration administered in accordance with commercially reasonable arbitration procedures selected by the parties.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents that the Services will not infringe third-party intellectual property rights.

Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities and expenses arising from the indemnifying party's breach of this Agreement or its gross negligence or willful misconduct. Neither party shall be liable for indirect, incidental, consequential or punitive damages arising out of this Agreement, except in cases of willful misconduct or fraudulent act.

Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Any notice required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or joint venture. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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