Business Supplemental Packet

BUSINESS SUPPLEMENTAL PACKET

Identification of Parties

Entity Type

Client Entity Type: Sole Proprietor LLC Corporation Partnership Other

Provider Entity Type: Sole Proprietor LLC Corporation Partnership Other (specify)

Recitals

WHEREAS, Client Name: desires supplemental documentation and confirmations concerning the engagement set forth between Client and Provider; and

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

WHEREAS, the parties desire to document the scope, payment terms, confidentiality and related provisions as a supplemental packet to the primary agreement effective as of Month Day Year .

Scope of Work

The Provider shall perform the services described below in accordance with the standards of care customarily observed by a competent professional in the same discipline. The parties agree that the following description shall control the services to be rendered unless amended in writing and signed by both parties.

Payment Terms

As consideration for the services, Client shall pay Provider the amounts and according to the schedule set forth below. All fees are payable in lawful currency and exclusive of any taxes unless otherwise stated.

Invoices shall be delivered in writing and are due within days of receipt, unless otherwise specified in writing. Acceptable payment methods include: Check ACH / Bank Transfer Credit Card Other

Late payments shall bear interest at the lesser of (i) the rate of % per month compounded monthly, or (ii) the maximum rate permitted by applicable law. In addition, Client shall pay a late fee of for any invoice unpaid more than days after the due date.

Term and Termination

This Supplemental Packet commences on Start Date: Month Day Year and shall expire on End Date: Month Day Year unless earlier terminated as set forth below.

Either party may terminate for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and non-cancellable commitments incurred through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, 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. The receiving party shall: (a) use Confidential Information only for the purposes of performing under this Packet; (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) exercise at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed without use of the disclosing party's Confidential Information.

Duration of confidentiality obligations: Confidentiality shall survive termination or expiration of this Packet for years, except that trade secrets shall remain protected for as long as such information maintains the legal status of a trade secret.

Representations and Warranties

Each party represents and warrants that: (a) it has the full power and authority to enter into and perform its obligations under this Packet; (b) the execution and delivery of this Packet and the performance of its obligations will not conflict with or result in a breach of any other agreement to which it is a party; and (c) to the best of its knowledge, no pending litigation or governmental proceeding exists that would materially impair its ability to perform.

Indemnification and Remedies

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, damages, liabilities and costs (including reasonable attorneys' fees) arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Packet. The indemnified party must provide prompt written notice of any claim and permit the indemnifying party to control the defense and settlement thereof, provided that no settlement that imposes liability on the indemnified party may be entered without its prior written consent.

Governing Law; Dispute Resolution

This Packet shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, the parties may pursue any available legal or equitable remedies in the courts of that state or federal courts located within that state.

Entire Agreement; Amendment

This Packet, together with any referenced exhibits or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and representations, whether written or oral. No amendment, modification or waiver of any provision of this Packet shall be effective unless in a writing signed by both parties.

Additional Provisions

Scope Exhibit Pricing Exhibit SLA Exhibit Other Exhibit (specify)

The parties acknowledge that their authorized representatives have read, understand and agree to be bound by the terms of this Business Supplemental Packet.

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