Business Template System 4

BUSINESS TEMPLATE SYSTEM 4

This Business Services Agreement (the "Agreement") is entered into as of Effective Date:

RECITALS

WHEREAS, Client desires to retain Service Provider to perform certain business services described herein and Service Provider has the experience and capability to perform such services;

WHEREAS, Service Provider agrees to provide the services to Client under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement set forth the complete understanding of the parties with respect to the subject matter hereof.

SCOPE OF WORK

Service Provider shall perform the services and deliverables described below. The services shall be performed in a professional and workmanlike manner consistent with industry standards.

PAYMENT TERMS

As full consideration for the services rendered under this Agreement, Client shall pay Service Provider the compensation set forth below, subject to the invoicing and payment provisions that follow.

Invoicing: Service Provider shall submit invoices to Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within days of receipt.

Late Payments: Any undisputed amount not paid when due shall accrue interest at the rate of or the maximum rate permitted by law, whichever is lower.

Taxes: Each party is responsible for its own taxes arising from performance under this Agreement, and Client shall withhold and remit any taxes required by applicable law, except as otherwise agreed in writing.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall survive.

CONFIDENTIALITY

Definition: "Confidential Information" means any nonpublic information disclosed by one party to the other 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.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by the receiving party, (ii) is rightfully received from a third party without breach of any obligation of confidentiality, or (iii) is independently developed by the receiving party without use of Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for disputes arising under this Agreement.

MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or agent of Client. Service Provider shall have sole control over the manner and means of performing the services, subject to the requirements of this Agreement.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

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