Business Sub Document

BUSINESS SUB DOCUMENT

This Business Sub Document (the Agreement) is entered into as of by and between (Client) and (Contractor). Client and Contractor are each a Party and collectively the Parties.

WHEREAS

WHEREAS, Client has entered into a primary agreement for certain business services and desires to engage Contractor to perform a defined portion of those services under the terms of this Agreement;

WHEREAS, Contractor represents that it has the skill, personnel, and resources necessary to perform the services described in this Agreement and is willing to perform such services for compensation under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

SCOPE OF WORK

Contractor shall perform the Services described above in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Work shall be made only by written amendment signed by authorized representatives of both Parties.

PAYMENT TERMS

Invoices shall be issued by Contractor in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt. Payments shall be made in lawful funds to the account designated by Contractor.

Any undisputed amount not paid when due shall accrue interest at a rate of per month (or the maximum permitted by law, if less), and Client shall also be responsible for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, shall continue until .

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Contractor shall deliver all completed work and any work in progress, and Client shall pay Contractor for Services performed and expenses incurred up to the effective date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one Party to the other Party, whether orally, in writing, or by inspection, 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 excludes information that (i) is or becomes public other than by breach of this Agreement; (ii) was known to the receiving Party prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Upon written request, the receiving Party shall return or destroy Confidential Information and certify such return or destruction.

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 submit to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits attached and executed by the Parties, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

NOTICES

Notices shall be delivered to the addresses set forth above (or such other address as a Party may designate by notice) and shall be deemed given upon receipt if delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

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