Sidecars Business Document

SIDECARS BUSINESS DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client operates a business engaged in the provision of goods and services under the Sidecars brand and desires to engage Service Provider to perform certain business development, advisory, and implementation services related to Sidecars offerings; and

WHEREAS, Service Provider represents that it has the experience, personnel and resources necessary to provide the services described in this Agreement on the terms set forth below; and

WHEREAS, the parties wish to set forth their agreement with respect to the engagement effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Service Provider shall perform the services described below. The description is intended to identify deliverables, milestones, and acceptance criteria. Any material change to scope shall be documented in a written amendment signed by both parties.

Payment Terms

Total Compensation (exclusive of applicable taxes): $.

Initial Deposit: $ due upon execution.

Remaining Balance to be paid as follows:

Past due amounts shall bear interest at or the maximum rate permitted by law, whichever is lower. In addition, a late fee of $ may be assessed for any payment more than days overdue.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice of termination to the other party not less than days prior to the effective date of termination. Either party may terminate for cause upon material breach by the other party if such breach remains uncured for a period of days following written notice describing the breach.

Upon termination, Client shall pay Service Provider for all work performed and reasonably incurred costs through the effective date of termination, subject to offset for unremedied material breaches.

Confidentiality

Each party (the "Receiving Party") acknowledges that during the performance of this Agreement it may receive or have access to non-public, confidential, and proprietary information of the other party (the "Disclosing Party"). The Receiving Party shall: (a) maintain the confidentiality of such Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely for performance of this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

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

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Service Provider shall be solely responsible for all taxes, insurance, withholding and other statutory obligations arising from the performance of services under this Agreement.

Corporation LLC Individual/Sole Proprietor

Warranties and Liability

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS PARAGRAPH, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except to the extent arising from gross negligence or willful misconduct, the parties' aggregate liability to each other for any and all claims arising out of or relating to this Agreement shall not exceed the total amount actually paid by Client to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

Governing Law and Dispute Resolution

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. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties agree to submit the dispute to binding arbitration in accordance with commercially reasonable arbitration rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Entire Agreement; Amendments

This Agreement 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. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

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