Business Transaction Sheet

Business Transaction Sheet

Parties

Client Name:

Counterparty Name:

Recitals

WHEREAS, Client is engaged in the business of acquiring goods and services described herein and has requested Counterparty to provide the goods and/or services under the terms set forth in this Business Transaction Sheet;

WHEREAS, Counterparty represents that it has the experience, personnel, and resources to perform the transaction described below in a professional manner consistent with industry standards;

WHEREAS, the parties desire to set forth the material terms, payment schedule, confidentiality obligations and other provisions governing the transaction effective as of ("Effective Date").

Scope of Work

Description of goods, services, deliverables and acceptance criteria. Provide sufficient detail to permit performance assessment and invoice verification.

Transaction Items

List each item, unit price, quantity and total. Attach additional schedules if necessary.

Quantity: Unit Price: $ Total: $

Quantity: Unit Price: $ Total: $

Payment Terms

Total Contract Amount: $

Invoice Submission:

Late Payment: If any undisputed amount is not paid within days of the applicable due date, interest will accrue at or the maximum lawful rate, whichever is less. In addition, a one-time administrative late fee of $ may be applied.

Wire Transfer    Check    Credit Card    Other (specify below)

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. For material breach, the non-breaching party may terminate if the breaching party fails to cure the breach within days after written notice of such breach.

Termination shall not relieve either party of payment obligations accrued prior to the effective date of termination. Upon termination, Counterparty will deliver all completed deliverables and reasonable documentation necessary for Client to take possession and use of deliverables as intended.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public, proprietary or business information disclosed by the other party (the "Disclosing Party") 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"). The Receiving Party shall not use Confidential Information except as necessary to perform under this Business Transaction Sheet, and shall not disclose Confidential Information to any third party except to employees, agents or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

The obligations in this section will not apply to information that: (a) is or becomes generally available to the public other than by breach of this agreement; (b) was in the Receiving Party's possession without restriction prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon written request or upon termination, the Receiving Party shall return or destroy Confidential Information and certify such return or destruction if requested in writing.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Business Transaction Sheet and to perform its obligations hereunder. Counterparty warrants that services and goods provided will be performed in a workmanlike manner and conform to the specifications set forth in the Scope of Work; remedies for breach of warranty shall be as set forth in the Scope of Work or, if not specified, shall be limited to re-performance or refund of fees paid for the nonconforming portion.

Governing Law

This Business Transaction Sheet shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under or relating to this Business Transaction Sheet.

Entire Agreement; Amendment

This Business Transaction Sheet, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification will be effective unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign its rights or delegate its duties under this Business Transaction Sheet without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or transfer to a successor in interest.

Notices: Notices required or permitted hereunder shall be in writing and delivered in accordance with the contact information provided above or as otherwise agreed in writing by the parties. If any provision of this Business Transaction Sheet is held invalid or unenforceable, the remainder of this agreement will remain in full force and effect.

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