Business Summary Page

BUSINESS SUMMARY PAGE

RECITALS

WHEREAS, Business Name: is duly organized and existing and conducts business at ; and

WHEREAS, Counterparty Name: represents that it has the capacity and expertise to perform the services described herein; and

WHEREAS, the parties desire to set forth a concise summary of the business relationship, scope of services, payment terms, and other material terms for incorporation into the underlying agreement effective as of .

BUSINESS OVERVIEW

LLC   Corporation   Sole Proprietorship   Partnership   Other:

Number of Employees:    Annual Revenue (approx): $

SCOPE OF WORK

The counterparty shall perform the services and deliverables described below. The parties acknowledge that the description below constitutes the material scope to be incorporated into the operative agreement.

PAYMENT TERMS

Compensation and invoicing shall follow the schedule below. Unless otherwise agreed in writing, all amounts are payable in U.S. Dollars and exclusive of applicable taxes.

Payment due within days of invoice. Late payments shall incur a late fee of % per month (or a flat fee of $), calculated from the invoice due date until paid.

All invoices must itemize services rendered and any reimbursable expenses. Disputed amounts must be asserted in writing within 15 days of receipt; undisputed amounts remain payable per the terms above.

TERM AND TERMINATION

The term of this engagement commences on and, unless earlier terminated as provided below, ends on .

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for 15 days after receipt of written notice of such breach. Termination shall not relieve the business of its obligation to pay for work completed and accepted prior to termination.

Automatic renewal: If checked, the term will automatically renew for successive periods equal to the original term unless notice of non-renewal is provided at least the notice period above.

CONFIDENTIALITY

Each party acknowledges that certain information disclosed in connection with this engagement is confidential. "Confidential Information" means non-public information that a reasonable person would consider confidential under the circumstances, including trade secrets, pricing, customer lists, technical data and business plans. Confidential Information does not include information that is (i) already public without breach, (ii) already known to the receiving party prior to disclosure, (iii) lawfully obtained from a third party without obligation of confidentiality, or (iv) independently developed by the receiving party.

The receiving party shall not use Confidential Information except for the purpose of performing this engagement, and shall protect it with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Permitted disclosures to employees, contractors or advisors who need access to the Confidential Information shall be limited to the extent necessary and subject to obligations of confidentiality at least as protective as those set forth herein.

GOVERNING LAW; DISPUTE RESOLUTION

This Business Summary and any underlying agreement shall be governed by and construed in accordance with the laws of , without regard to its conflicts of law principles. The parties shall attempt to resolve any dispute promptly by negotiation between executive-level representatives. If negotiation fails, the parties agree to non-binding mediation prior to instituting litigation, unless emergency equitable relief is sought.

ENTIRE AGREEMENT

This Business Summary Page, together with any referenced statements of work or schedules, constitutes the complete and exclusive statement of the material terms between the parties regarding the subject matter hereof. Except as expressly set forth herein, no prior or contemporaneous representation, negotiation, or agreement shall modify or alter the obligations contained in the operative agreement unless memorialized in a written document signed by duly authorized representatives of both parties.

CERTIFICATION

The undersigned certify that the information provided on this Business Summary Page is true and complete to the best of their knowledge, that they are authorized to bind the respective party, and that they understand the terms set forth above will govern the relationship unless otherwise agreed in writing.

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