Business Specialty Agreement

BUSINESS SPECIALTY AGREEMENT

This Business Specialty Agreement ("Agreement") is entered into on Effective Date: by and between Client Name: with Address: (hereinafter "Client"), and Service Provider Name: with Address: (hereinafter "Provider"). Client and Provider are each a "Party" and collectively the "Parties."

RECITALS

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

WHEREAS, Provider represents that it possesses the necessary expertise, personnel, and resources to provide the services described herein and is willing to perform such services for Client on the terms set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the engagement in a written agreement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below. Provider shall perform all work in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Provider the fees and expenses set forth in this section in consideration for the performance of the services.

Late payments shall accrue interest at the rate of percent per month (or the maximum lawful rate if lower). Client shall also be responsible for reasonable collection costs and attorneys' fees incurred by Provider in enforcing payment obligations.

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 providing written notice to the other Party 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 after receipt of written notice specifying the breach; material breach that is not reasonably capable of cure may be terminated immediately upon written notice.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") 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.

The Receiving Party shall (a) use Confidential Information only for the purposes of performing this Agreement, (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is lawfully obtained by the Receiving Party from a third party 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 the Disclosing Party with prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek protective relief and shall disclose only that portion of the Confidential Information that is legally required.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Provider is an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, partnership, joint venture, or agency relationship between the Parties. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

LIMITATION OF LIABILITY

Except for liability arising from breach of confidentiality or willful misconduct, in no event shall either Party be liable for indirect, incidental, special, consequential, or punitive damages, and each Party's aggregate liability arising out of or in connection with this Agreement shall not exceed the total fees actually paid by Client to Provider under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation.

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