Business Signed Letter

BUSINESS SIGNED LETTER

Date:

RECITALS

WHEREAS, Client Name: (the "Client") seeks to engage certain business services; and

WHEREAS, Provider Name: (the "Provider") has the expertise and capacity to provide the services described below; and

WHEREAS, the parties desire to set forth the terms and conditions governing the provision of such services and to confirm their mutual obligations in writing.

SCOPE OF WORK

The Provider shall perform the work and deliverables described below in a professional manner consistent with industry standards. The description that follows outlines the material responsibilities of the Provider.

PAYMENT TERMS

The Client agrees to pay the Provider the fees and expenses set forth below in accordance with this paragraph. All fees are exclusive of applicable taxes unless otherwise stated.

Invoices shall be submitted by the Provider in writing and are payable by the Client within days from the invoice date. Late payments shall bear interest at , compounded monthly, or the maximum rate permitted by law, whichever is lower. The Client shall be responsible for reasonable collection costs, including attorney fees, if payment is not made when due.

TERM AND TERMINATION

This Letter Agreement commences on and, unless earlier terminated in accordance with this section, terminates on (the "Term").

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of material breach, the non-breaching party may terminate immediately if the breaching party fails to cure such breach within 10 days of written notice specifying the breach.

Upon termination the Provider shall deliver all work in progress and the Client shall pay for all services rendered and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical or financial information, including but not limited to trade secrets, plans, customer lists, pricing, and proprietary materials, disclosed by one party to the other in written, oral or electronic form. Each party shall (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except to employees or contractors on a need-to-know basis who are bound by confidentiality obligations; and (c) use Confidential Information solely to perform its obligations under this Agreement.

The obligations in this section shall survive termination or expiration of this Agreement for a period of years, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly known through no breach by the receiving party, already known by the receiving party prior to disclosure, lawfully obtained from a third party, or independently developed without use of the disclosing party's Confidential Information.

GOVERNING LAW

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

ENTIRE AGREEMENT

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

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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