Business Acord

BUSINESS ACORD

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client Name: seeks to engage Provider to perform certain services described herein; and

WHEREAS, Service Provider Name: represents that it has the experience, personnel and resources necessary to perform such services on the terms set forth below; and

WHEREAS, the parties desire to set forth the terms and conditions of their business accord effective as of Effective Date: .

Scope of Work

Deliverables, acceptance criteria, and milestones shall be described in writing and appended to this Business Acord or otherwise set forth in attachments executed by both parties. The Provider shall perform services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Late Fee: If any undisputed amount is not paid when due, Provider may charge interest on the overdue amount at the rate of , compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also reimburse Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

Term and Termination

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Business Acord upon written notice to the other party for material breach if the breach remains uncured for a period of days following receipt of written notice specifying the breach. Either party may also terminate for convenience upon providing days' prior written notice.

Upon termination, Client will pay Provider for work performed and reimbursable expenses incurred through the effective date of termination. Sections concerning confidentiality, payment of accrued fees, indemnification, and governing law shall survive termination.

Confidentiality

For purposes of this Business Acord, "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation or court order, provided that the receiving party gives prompt written notice and cooperates to limit disclosure.

The receiving party shall: (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (ii) use Confidential Information solely for the purposes of performing obligations under this Business Acord; and (iii) 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 at least as protective as those herein. Remedies at law for breach of this section may be inadequate; the disclosing party is entitled to seek injunctive relief in addition to other remedies.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Business Acord and that execution and performance will not violate any agreement with any third party. Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS BUSINESS ACORD, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or infringement indemnities, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Business Acord shall not exceed the total amounts paid or payable by Client to Provider under this Business Acord in the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Business Acord shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the rules agreed by the parties, or if no rules are agreed, in a commercially reasonable forum.

Entire Agreement; Amendments

This Business Acord, together with any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered to the addresses set forth above by certified mail, national overnight courier, or hand delivery, and shall be effective upon receipt.

Additional Provisions

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