Business Swell Paper

BUSINESS SWELL PAPER

This Business Swell Paper (the Agreement) is made effective as of Effective Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client wishes to obtain certain business development, advisory and creative services in connection with the project described herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the services described in this Agreement and is willing to perform such services for Client under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. The description establishes the principal obligations of Service Provider and may be supplemented by written statements of work executed by both parties that reference this Agreement.

PAYMENT TERMS

Client shall pay Provider the fees set forth below for the services described in this Agreement. All amounts are stated in US dollars unless otherwise indicated.

Unless otherwise stated, invoices are due and payable within days of receipt. Any undisputed past-due amount shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

Client is responsible for all applicable taxes imposed on payments hereunder, except taxes based on Provider's net income. Reimbursable out-of-pocket expenses require prior written approval when exceeding .

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party given at least days prior to the effective termination date. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed and reasonable costs incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect, including Confidentiality, Indemnification and Governing Law.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Each party agrees to: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that is or becomes publicly available without breach, was known to the receiving party prior to disclosure without restriction, is rightfully obtained from a third party without restriction, or is independently developed without use of or reference to the disclosing party's Confidential Information. Upon written request or termination, the receiving party will return or destroy Confidential Information as instructed and certify such return or destruction.

The confidentiality obligations of this section shall survive termination for a period of years, except with respect to trade secrets, which shall survive as required by applicable law. Monetary damages may be insufficient to remedy a breach; the injured party is entitled to seek equitable relief in addition to other remedies.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under or relating to this Agreement promptly by negotiation between executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any statements of work and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign or delegate 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, sale of substantially all assets or change of control, provided the assignee assumes the assigning party's obligations.

PARTY INFORMATION

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