Business Start Act

BUSINESS START ACT

This Business Start Act ("Act") is made effective as of Effective Date: by and between Initiator Name: and Facilitator Name: .

RECITALS

WHEREAS, Initiator intends to form and commence business operations under Business Name: for the purpose of ;

WHEREAS, Facilitator has experience and resources to assist Initiator with start-up services including formation, initial operations planning, and launch coordination; and

WHEREAS, the parties desire to set forth the terms by which Facilitator will provide specified start-up services and Initiator will compensate Facilitator.

SCOPE OF WORK

Facilitator will perform the services described below. The description should identify deliverables, milestones, and any responsibilities retained by Initiator.

PAYMENT TERMS

Initiator shall pay Facilitator as compensation for the services rendered under this Act in accordance with the following terms.

All fees are payable in U.S. dollars unless otherwise agreed in writing. Initiator shall reimburse Facilitator for pre-approved, reasonable out-of-pocket expenses incurred in performance upon submission of documentation.

TERM AND TERMINATION

Term: This Act commences on Start Date: and will continue until End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Act without cause by giving Notice Period: days' written notice to the other party.

Termination for Cause: Either party may terminate this Act immediately upon written notice if the other party materially breaches this Act and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing 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").

Confidential Information shall not include information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without breach of any obligation of confidentiality.

The Receiving Party may disclose Confidential Information to the extent required by applicable law or valid order of a court or governmental authority, provided that, to the extent permitted, the Receiving Party provides prompt written notice to the Disclosing Party and reasonably cooperates to limit the scope of the disclosure.

GOVERNING LAW

This Act shall be governed by and construed in accordance with the laws of the governing state specified above, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Act.

ENTIRE AGREEMENT

This Act, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modification to this Act must be in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign its rights or delegate its duties under this Act without the prior written consent of the other party, except that either party may assign this Act in connection with a merger or sale of substantially all of its assets.

Independent Contractors: The parties are independent contractors and nothing in this Act creates an employment, agency, joint venture or partnership relationship between the parties.

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