Acceptance Confirmation Document

Acceptance Confirmation Document

This Acceptance Confirmation Document (the "Document") is entered into as of Effective Date: between Client Name: and Provider Name: . Each of the foregoing may be referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Client Name: has requested that Provider Name: perform the services described herein; and

WHEREAS, Provider represents that it has the necessary expertise and capacity to deliver the described services in accordance with the terms of this Document; and

WHEREAS, the Parties desire to confirm mutual acceptance of the Scope of Work and related commercial terms on the terms set forth below.

SCOPE OF WORK

PAYMENT TERMS

Total Payment Amount:

Unless otherwise agreed in writing, if any amount owed is not paid within days of the applicable due date, interest or the late fee specified above shall apply and such unpaid amounts shall be recoverable as provided by law.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Document for cause upon material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to termination.

CONFIDENTIALITY

Each Party shall treat as confidential all information 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"). Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except to those employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those in this Document.

The obligations in this section shall continue for a period of years after termination or expiration of this Document, except with respect to trade secrets, which shall remain confidential for so long as they remain trade secrets under applicable law.

GOVERNING LAW

This Document 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 submit to the exclusive jurisdiction of the courts located in such jurisdiction for disputes arising under this Document.

ENTIRE AGREEMENT; AMENDMENT

This Document, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and understandings, whether written or oral. Any amendment or modification to this Document must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Neither Party may assign its rights or obligations under this Document without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets provided that the assignee assumes the assigning Party's obligations hereunder.

If any provision of this Document is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall attempt in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the Parties' intent to the greatest extent possible.

ACCEPTANCE

By execution of this Document, the undersigned authorized representatives of the Parties confirm acceptance of the Scope of Work, Payment Terms and all other provisions set forth herein and agree that this Document shall become effective as of the Effective Date first written above.

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