Salcedo Business Agreement

SALCEDO BUSINESS AGREEMENT

This Salcedo Business Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: located at , and Contractor Name: located at .

RECITALS

WHEREAS, Client desires to obtain certain business services and deliverables as further described in this Agreement; and

WHEREAS, Contractor possesses the necessary expertise, personnel and resources to perform the services described herein and is willing to provide such services to Client under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to such services and related obligations.

SCOPE OF WORK

PAYMENT TERMS

Contract Amount: $ payable in accordance with the schedule set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid within days after the due date shall accrue interest at a rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Contractor for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

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

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately by written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public, proprietary or confidential information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether disclosed orally, visually or in writing, 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.

Obligations: The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted in this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without an obligation of confidentiality; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth in this section shall survive termination of this Agreement for a period of years, or for such longer period as may be required for trade secrets under applicable law.

NOTICES

All 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 a party may designate by written notice. Notices shall be deemed given when delivered personally, sent by confirmed courier, or three business days after deposit in the mail, postage prepaid.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in the county where the Contractor's principal place of business is located, in accordance with the rules of the chosen arbitral institution, and judgment on the award may be entered in any court having jurisdiction.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Contractor may assign to an affiliate or in connection with a sale of substantially all of its assets or business so long as the assignee assumes Contractor's obligations hereunder.

Independent Contractor: Contractor is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules expressly incorporated herein, 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.

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