Business Vapor Document

Business Vapor Document

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain advisory, development and consultation services related to Client's vapor product business and associated operations under the terms set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to perform the services described in this Agreement and agrees to provide such services subject to the terms and conditions below; and

WHEREAS, the Parties intend by this instrument to set forth their mutual rights and obligations with respect to the services to be provided and the compensation to be paid.

Scope of Work

Service Provider shall perform the services described below (collectively, the "Services"). The Services will be performed in a professional manner consistent with industry standards.

Payment Terms

Compensation for the Services shall be as follows. Unless otherwise agreed in writing, Client will pay Service Provider in U.S. dollars for services rendered and approved expenses.

If Client fails to pay any undisputed amount within days after the due date, Client shall pay interest on the overdue amount at a rate of or the maximum rate permitted by law, whichever is less. In addition, a one-time administrative late fee of may be assessed.

Term and Termination

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

Start Date:    End Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice identifying the breach.

Confidentiality

Each Party ("Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other Party ("Disclosing Party") except as strictly necessary to perform its obligations under this Agreement. Confidential Information includes trade secrets, technical data, product designs, pricing, customer lists, marketing plans and any other information designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

The obligations in this section shall not apply to information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) is already in the Receiving Party's possession without restriction 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. If Receiving Party is required by law or valid legal process to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate reasonably in any effort to obtain a protective order.

Confidentiality Obligations Duration: from the date of disclosure, except with respect to trade secrets, for which obligations shall survive for as long as such information qualifies as a trade secret under applicable law.

Representations, Warranties and Liability

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that Services will be performed in a competent and professional manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEPT TO THE EXTENT FINALLY DETERMINED TO RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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 conflict of laws principles. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives. If unresolved within 30 days, any dispute shall be resolved by binding arbitration in the county where Client's principal place of business is located, administered by a neutral arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.

Assignment and Amendment

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets. This Agreement may be amended or modified only by a written instrument signed by both Parties.

Entire Agreement

This Agreement, including any exhibits or attachments hereto and any statements of work executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as either Party designates by notice to the other.

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