Business Sub Package Template

BUSINESS SUB PACKAGE TEMPLATE

Parties

Prime Company Name:    Address:

Subcontractor Name:    Address:

Recitals

WHEREAS, Prime Company has entered into certain contracts and commercial arrangements requiring specialized goods and services and desires to retain Subcontractor to perform a defined subset of work under those arrangements; and

WHEREAS, Subcontractor represents that it has the necessary experience, personnel, equipment, and licenses to perform the work described herein and is willing to accept such engagement on the terms and conditions set forth in this Business Sub Package Template; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Payment Terms

Contract Value:    Deposit Amount:

Payment Method:    Invoicing Frequency:

Late Payment Fee: % of overdue amount    assessed after days past due.

Term and Termination

This Agreement commences on and expires on unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical, financial and personnel information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Non-Disclosure Obligations: Receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely for the purposes of performing obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exclusions: Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without restriction, (c) is independently developed without use of the other party's Confidential Information, or (d) is required to be disclosed by law, provided receiving party gives prompt notice and cooperates with disclosing party to seek protective relief.

Duration: The obligations in this Section shall continue for years following termination or expiration of this Agreement.

Indemnification and Insurance

Indemnity: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, losses or liabilities arising from the indemnifying party's negligence, willful misconduct or breach of this Agreement.

Insurance: Subcontractor shall maintain insurance coverage customary for the trade and sufficient to cover its obligations hereunder, including commercial general liability and workers' compensation where applicable, and shall, upon request, furnish certificates evidencing such coverage.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Disputes: The parties shall use good faith efforts to resolve disputes promptly by negotiation. If unresolved within days, disputes shall be resolved by binding arbitration in accordance with the commercial arbitration rules selected by the parties, and judgment on the award may be entered in any court having jurisdiction.

Entire Agreement; Amendments

Entire Agreement: This Agreement, including any attachments, exhibits, or statements of work expressly incorporated herein, constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral.

Amendments: No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Prime Company may assign this Agreement in whole or in part to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall create a joint venture, partnership, agency, or employment relationship between the parties.

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