Business AOC Document

BUSINESS AOC DOCUMENT

Parties

Effective Date:

Recitals

WHEREAS, Company Name: is engaged in the business described as ; and

WHEREAS, Service Provider Name: has expertise and capacity to perform services in the field described above; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform services for Company and to allocate responsibilities, payment obligations, confidentiality and other rights and remedies.

Scope of Work

Provider shall perform the services described above in a professional and workmanlike manner in accordance with industry standards, and shall provide progress reports and deliverables as required in writing by Company.

Payment Terms

Total Contract Amount: $ .

Invoices shall be submitted by Provider in writing and payment is due within days of receipt of a correct invoice. Provider may charge interest on undisputed overdue amounts at the rate of % per month (or the maximum rate permitted by law), plus costs of collection, including reasonable attorneys' fees.

Taxes shall be the responsibility of the party required by law to pay such taxes; each party will provide tax forms and documentation as reasonably requested.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure within days after written notice of such breach.

Upon termination, Provider shall deliver to Company all work in progress and Company shall pay Provider for all services performed and non-cancellable obligations incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by either party 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. Each party agrees: (a) to hold Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as expressly permitted herein; and (c) to use Confidential Information only to perform its obligations under this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public other than by breach of this Agreement; (ii) was in the receiving party's possession prior to receipt from the disclosing party; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The undersigned acknowledges receipt of Confidential Information and agrees to be bound by the confidentiality provisions set forth in this Agreement.

Governing Law; Dispute Resolution

This Agreement 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 first attempt in good faith to resolve any dispute arising under this Agreement by negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in accordance with the arbitration rules in effect at the time.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets.

Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Entire Agreement

This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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