Business ANSI Document

BUSINESS ANSI DOCUMENT

Parties

Client Name:

Provider Name:

Recitals

WHEREAS, Client engages Provider for professional services and Provider has the experience, personnel and capability to perform the services described herein; and

WHEREAS, the parties desire to establish the terms, conditions and standards by which Provider will perform specified services for Client commencing on or about and continuing as provided in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Client and Provider agree as follows:

Scope of Work

Provider shall perform the services described below in a professional and workmanlike manner consistent with industry standards. The deliverables, milestones and acceptance criteria are set forth in the space below. Any changes to the Scope of Work must be approved in writing by both parties.

Payment Terms

Compensation: Client shall pay Provider a total fee or estimated fee in the amount of $ unless otherwise modified by a written change order.

Payment Schedule (select all that apply):

Milestone payments as set forth in the Scope of Work    Monthly invoicing    Upon completion and acceptance

Payment Terms: Invoices are due within days of receipt unless otherwise stated. Late payments shall accrue interest at percent per month (or the maximum lawful rate, if less) plus reimbursement of collection costs and reasonable attorneys' fees.

Term and Termination

Term: This Agreement commences on and, unless earlier terminated in accordance with this Agreement, will terminate on .

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing days' prior written notice to the other party.

Confidentiality

Definition: "Confidential Information" means nonpublic information disclosed by a party relating to business, operations, plans, technology, trade secrets, customer lists, pricing or other information reasonably understood to be confidential. Confidential Information does not include information that is (a) publicly known through no breach by the receiving party; (b) rightfully received from a third party without obligation of confidentiality; or (c) independently developed without use of the disclosing party's Confidential Information.

Obligations: The receiving party shall (i) hold Confidential Information in strict confidence, (ii) not disclose it to third parties except to employees, contractors or advisors with a need to know and bound by confidentiality obligations, and (iii) use Confidential Information solely to perform obligations under this Agreement.

Duration: The confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets for which protection shall continue for as long as the information qualifies as a trade secret under applicable law.

Remedies: The parties acknowledge that monetary damages may be inadequate and that injunctive relief and specific performance may be appropriate remedies for actual or threatened breaches.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

Representations; Authority

Each party represents and warrants that it has full power and authority to enter into and perform its obligations under this Agreement and that execution of this Agreement has been duly authorized by all necessary corporate or organizational action.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments and written change orders signed by the parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or modification will be effective unless in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

Severability: If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith a substitute provision to achieve the original intent.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets provided the assignee assumes all obligations hereunder.

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