Business Term Packet

BUSINESS TERM PACKET

This Business Term Packet (the "Agreement") is entered into as of Effective Date: by and between Company Name: (the "Company") and Counterparty Name: (the "Counterparty").

WHEREAS

WHEREAS, the Company is engaged in the business of providing products and/or services and desires to engage the Counterparty to perform certain services under the terms and conditions set forth herein; and

WHEREAS, the Counterparty represents that it has the necessary expertise, personnel, and resources to perform the scope of work described in this Agreement and agrees to perform such work in accordance with the standards and schedule agreed by the parties.

WHEREAS, the parties desire to set forth the principal commercial terms governing their relationship in this Business Term Packet, which shall be binding when executed by authorized representatives of both parties.

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount:

Deposit Amount (if any):

Late Payment Fee: or Flat Late Fee:

Bank transfer    Check    Credit card    Other (specify):

All invoiced amounts are payable within days of invoice date, unless otherwise agreed in writing. Late payments shall accrue interest as specified above and the non-defaulting party may suspend performance if amounts are overdue following any applicable cure period.

TERM AND TERMINATION

Term Commencement Date: Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the nature of the breach.

Upon termination, the Counterparty shall deliver all completed and in-progress deliverables and shall be entitled to payment for services performed and costs reasonably incurred through the effective date of termination, subject to set-off for any amounts owed to the Company.

CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary, or business information disclosed by one party to the other in any form that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the receiving party's possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party shall: (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) 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 at least as protective as those in this Agreement.

Confidentiality Obligations Duration (years):

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any attachments, schedules, and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS PROVISIONS

Assignment: Neither party may assign or delegate its rights or 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, provided that the assignee assumes all obligations hereunder.

Remedies: The parties acknowledge that a breach of the confidentiality or intellectual property provisions of this Agreement may cause irreparable harm for which monetary damages may be inadequate; accordingly, the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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