Draft Business Agent BLI

DRAFT BUSINESS AGENT BLI

This Business Agent Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with Address: and Agent Name: with Address: .

RECITALS

WHEREAS, Client is engaged in the business of operating and managing the business known as Business Name: (the "Business"), and desires to retain Agent to perform certain business agent services as set forth herein;

WHEREAS, Agent represents that Agent has the requisite experience, expertise and capacity to perform such services and is willing to act on Client's behalf under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the scope of Agent's engagement, compensation, confidentiality and other material terms.

SCOPE OF WORK

Agent shall perform the Services described above in a commercially reasonable manner, consistent with industry standards. Agent shall report to Client at the following interval: and shall keep contemporaneous records of actions taken on behalf of Client. Agent shall obtain Client's prior written approval for any transaction or commitment that would (a) materially affect the Business, (b) require expenditures in excess of , or (c) create any lien or encumbrance.

PAYMENT TERMS

All amounts payable hereunder are in lawful currency and are due within days of Client's receipt of a correct invoice. Late payments shall incur a late fee equal to the greater of (i) % per month on the overdue balance, or (ii) a flat fee of . Client shall reimburse Agent for pre-approved out-of-pocket expenses incurred in the performance of Services upon presentation of supporting documentation.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: . Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach by the other party that remains uncured for a period of 30 days following written notice of such breach.

Upon termination, Client shall pay Agent for all Services performed and approved expenses incurred through the effective date of termination, and Agent shall deliver to Client all work product, records and materials related to the Business.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by Client to Agent (whether oral, written or electronic) relating to the Business, including financial information, customer lists, pricing, trade secrets, marketing strategies, operational processes and other proprietary data. Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of Agent; (b) is or becomes available to Agent on a non-confidential basis from a source that is not bound by a confidentiality obligation; or (c) is independently developed by Agent without use of or reference to Confidential Information.

Agent shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely for the performance of Services under this Agreement; and (iii) restrict disclosure of Confidential Information to those employees, contractors or advisors who have a demonstrated need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The confidentiality obligations shall survive for a period of years following termination or expiration of this Agreement.

RELATIONSHIP OF THE PARTIES; INDEMNIFICATION

Agent is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship other than Agent's limited appointment to act on behalf of Client in the specific matters described herein. Agent shall be solely responsible for all taxes, withholdings and other statutory obligations relating to compensation paid to Agent.

Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and employees from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct, or negligent acts or omissions in performing its obligations hereunder.

Agent affirms that Agent is an independent contractor and is responsible for all applicable taxes and insurance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation between senior representatives of the parties. If negotiation fails, the parties agree to submit the dispute to binding arbitration administered in accordance with the parties' mutual selection of rules and arbitrator, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

ENTIRE AGREEMENT; ASSIGNMENT

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement to an affiliate or in connection with a sale of substantially all of Client's assets without Agent's consent.

NOTICES

Notices shall be in writing and deemed delivered when delivered in person, by nationally recognized overnight courier, or three business days after deposit in the mail, postage prepaid, to the addresses set forth above (or such other address as a party may designate by notice).

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