Business State Form

BUSINESS STATE FORM

This Business State Form (the Agreement) is entered into by the parties identified below as of the Effective Date. Company Name: and Counterparty Name: shall be collectively referred to as the Parties.

State of Formation: Effective Date:

RECITALS

WHEREAS, Company Name: is duly formed and validly existing under the laws of ;

WHEREAS, Counterparty Name: possesses experience, personnel and resources to perform the services described herein; and

WHEREAS, the Parties desire to set forth the terms under which such services will be provided and the business relationship governed.

PARTIES' INFORMATION

SCOPE OF WORK

The Contractor shall perform the following services in accordance with the terms of this Agreement. The Parties acknowledge that the description below constitutes the scope of work to be provided.

PAYMENT TERMS

Compensation Amount:

Late Payment Fee: If any undisputed amount due is not paid within days following the due date, a late fee of shall apply on the overdue balance until paid. The late fee is in addition to any other remedies available at law or in equity.

TERM AND TERMINATION

Term Commencement Date: Term End Date:

Either Party may terminate this Agreement for convenience upon providing days' prior written notice to the other Party. Material breach by either Party that is not cured within thirty (30) days after written notice of breach shall entitle the non-breaching Party to terminate immediately.

Upon termination, Company shall pay for all services performed and reimbursable expenses incurred through the effective date of termination, subject to set-off for amounts owed for breach.

CONFIDENTIALITY

Each Party shall keep confidential all non-public information disclosed by the other Party and marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that: (a) is or becomes generally known to the public through no act or omission of the receiving Party; (b) is rightfully known by the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided that the receiving Party provides prompt notice to the disclosing Party to allow for protective measures.

The receiving Party shall use Confidential Information solely for the performance of this Agreement and shall limit disclosure to employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

GOVERNING LAW; DISPUTE RESOLUTION

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

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations and understandings. No modification, amendment or waiver shall be valid unless in writing and signed by authorized representatives of both Parties.

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that a Party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either Party may designate by notice.

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