Corporation Signature Document

CORPORATION SIGNATURE DOCUMENT

This Corporation Signature Document (the Agreement) is made effective as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, the Corporation is duly organized and validly existing under the laws of the State of and has authority to enter into this Agreement;

WHEREAS, the Counterparty desires the Corporation to perform the services described in this Agreement and the Corporation is willing to provide such services on the terms and conditions set forth herein;

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

Scope of Work

Payment Terms

Compensation: The Counterparty shall pay the Corporation a total fee of $ for the services described above, subject to the schedule below.

Invoicing and Due Date: The Corporation shall invoice the Counterparty in accordance with the Payment Schedule. Invoices are due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: Any amount not paid when due shall accrue late fees at a rate of and the Counterparty shall be responsible for all reasonable costs of collection, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing the other party with at least days' prior written notice.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial information, trade secrets, technical data, and customer lists.

Obligations: The receiving party shall (i) 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; (ii) not use Confidential Information for any purpose other than the performance of this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without the use of Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, for which such obligations shall continue as long as allowed by applicable law.

Upon termination or upon written request, the receiving party shall promptly return or destroy all tangible Confidential Information and certify in writing that such destruction has been completed.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties agree that disputes that cannot be resolved through negotiation shall be submitted to the exclusive jurisdiction of state and federal courts located in that State.

Entire Agreement; Amendment

This Agreement, together with any written exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except that the Corporation may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate in writing in accordance with this section.

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