Business Week Document

Business Week Agreement

Parties

Recitals

WHEREAS, Client Name: desires to obtain services in connection with business planning and operations for a defined business week; and

WHEREAS, Service Provider Name: has the expertise and agrees to perform the services described herein under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Service Provider will perform the services during the Business Week specified below. The parties agree that the specific tasks, deliverables, milestones, and acceptance criteria for the business week are as described in the Scope of Work field.

Payment Terms

Client shall pay Service Provider the compensation set forth below in exchange for the services performed during the designated Business Week. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

Payments are due pursuant to the schedule above. If Client fails to make any payment when due, interest shall accrue on the unpaid balance at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Service Provider may suspend performance until amounts due are paid.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience by providing the other party written notice at least the number of days specified above. Either party may terminate for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the breach.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use, except in performance of its obligations under this Agreement, any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" includes non-public business, financial, technical, product, customer and pricing information disclosed in connection with this Agreement but does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement, (b) is rightfully received from a third party without restriction, or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

Upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that it has complied with this obligation, except as required by law or for archival purposes where continued retention is permitted only to the extent necessary.

Independent Contractor; Insurance; Indemnity

Service Provider is an independent contractor and not an employee, agent, or partner of Client. Service Provider shall maintain, at its expense, insurance sufficient to cover its obligations under this Agreement and shall indemnify, defend and hold Client harmless from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Service Provider's breach of this Agreement, negligence or willful misconduct.

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

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed contemporaneously herewith, 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 written or oral. No modification, amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for certain breaches and that injunctive relief may be sought in such cases in addition to any other remedies available at law or in equity.

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