Business USDCO Document

DOCUMENT NAME

This Business USDCO Document (the "Agreement") is entered into as of Effective Date: by and between:

Company Name: ; Company Address:

Service Provider Name: ; Service Provider Address:

WHEREAS

WHEREAS, Company desires to retain Provider to perform certain services in connection with the USDCO business activities described below, and Provider has the experience and capacity to perform such services on the terms set forth herein;

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations and other terms governing Provider's performance and Company’s payment obligations;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards:

2. Payment Terms

Compensation to Provider for the performance of the Scope of Work shall be as follows. All amounts are in United States Dollars.

All invoices shall reference the Agreement and the applicable invoice number. Unless otherwise agreed in writing, Provider may suspend performance if payment is more than Net Payment Terms days overdue following written notice and a five (5) business day opportunity to cure.

3. Term and Termination

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period following written notice specifying the breach. Either party may also terminate for convenience upon providing the Notice Period to the other party. Upon termination, Company shall pay Provider for all services performed and reasonable non-cancellable obligations incurred through the effective date of termination.

4. Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive or have access to confidential, proprietary or trade secret information of the other party ("Confidential Information"). Confidential Information shall include, without limitation, business plans, technical information, financial data and customer lists, whether disclosed orally, visually or in writing.

Each receiving party shall: (a) protect the disclosing party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (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 advisors with a need to know who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information shall not include information that (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the possession of the receiving party prior to disclosure; (iii) is lawfully obtained from a third party without restriction; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information. Notwithstanding the foregoing, either party may disclose Confidential Information if required by law, provided that the disclosing party provides prompt written notice and cooperates reasonably with any efforts to obtain confidential treatment or a protective order.

5. Governing Law

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

6. Miscellaneous

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

Amendment: This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, oral or written, regarding such subject matter. Any waiver of a provision must be in writing and signed by the waiving party.

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