Business Specialty Document

BUSINESS SPECIALTY DOCUMENT

Effective Date:

Parties

Entity Type: Individual Corporation LLC Partnership

Recitals

WHEREAS, Client Name: desires to retain the Service Provider to perform certain specialized business services described in this agreement; and

WHEREAS, Service Provider Name: represents that it has the expertise, personnel and resources to perform such services on the terms set forth herein; and

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Service Provider shall perform the services and deliverables described below. The description provides core deliverables and performance standards; any change to scope must be agreed in writing by both parties.

Payment Terms

Total Contract Amount:

Late Payment Fee: If any undisputed installment is not paid within days after the due date, interest shall accrue at percent per month on the overdue balance until paid. All fees are payable in lawful currency unless otherwise agreed in writing.

Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate for convenience upon days' prior written notice to the other party, subject to payment for services performed through the effective date of termination.

Confidentiality

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

The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) use Confidential Information only to perform 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 who are bound by confidentiality obligations at least as protective as those herein. The obligations in this clause do not apply to information that (i) is or becomes publicly available without breach; (ii) was rightfully known to the Receiving Party 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.

Confidentiality Period (survival): after termination or expiration of this Agreement, except for trade secrets which shall remain protected for as long as state law affords trade secret protection.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located within that state for any dispute arising under this Agreement.

Independent Contractor; Insurance; Compliance

Service Provider is an independent contractor and not an employee, agent, or joint venturer of Client. Service Provider shall obtain and maintain, at its expense, all insurance, licenses and permits required by applicable law to perform the services and shall comply with all applicable laws and regulations in the performance of its obligations.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement.

Entire Agreement

This Agreement, including all schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses provided above, or to such other address as a party may designate in writing, and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier.

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