Pre-Signature Business Document

Pre-Signature Business Document

This Pre-Signature Business Document (the "Agreement") is entered into as of by and between Client Name: with principal address: , and Service Provider Name: with principal address: .

Recitals

WHEREAS, Client seeks to obtain certain professional services and deliverables related to the business purpose described herein; and

WHEREAS, Service Provider represents that it possesses the necessary experience, personnel and resources to perform such services and is willing to perform subject to the terms set forth in this Agreement; and

WHEREAS, the parties intend to record the essential commercial terms in this pre-signature document pending execution of a final definitive agreement, and agree that the contents hereof will govern preliminary engagement and reliance until such final agreement is executed or this document is terminated in accordance with its terms.

Scope of Work

Payment Terms

Client agrees to pay Service Provider the total estimated fee of $ for the services described above, subject to adjustments only by written amendment signed by both parties.

Invoices shall be due and payable within days of receipt. Overdue amounts shall accrue interest at the lesser of % per month or the maximum rate permitted by law. In addition, a late fee of $ shall apply to invoices unpaid more than thirty (30) days.

All amounts are exclusive of taxes. Each party will be responsible for its own taxes except that Client shall withhold or remit any taxes where required by applicable law and shall provide appropriate documentation upon request.

Term and Termination

The term of this Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within days after receiving written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall remain in effect for years from disclosure, except for trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law. The obligations herein shall not apply to information that: (a) is or becomes publicly known through no breach by Receiving Party; (b) was rightfully known by Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided Receiving Party gives prompt written notice to Disclosing Party to permit protective measures.

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 any dispute arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including any attached appendices or exhibits specifically enumerated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral. No amendment or waiver shall be effective unless made in writing and signed by duly authorized representatives of both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice: Notice to Client:

Additional Provisions

Each party acknowledges that the terms set forth in this Agreement are commercially reasonable. Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a sale of substantially all of its assets, provided the assignee assumes the obligations hereunder in writing.

Acknowledgment

The parties affirm that, until a final executed agreement is in place, this document may be relied upon for preliminary negotiations and commencement of limited work as expressly authorized herein. Any work commenced prior to execution of a definitive agreement is subject to the terms of this document and will be compensated as set forth above.

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