Business Application Page

BUSINESS APPLICATION PAGE AND SERVICE AGREEMENT

Applicant Business Name:    Service Provider Name:    Effective Date:

WHEREAS

WHEREAS, Applicant seeks to obtain the professional services, products, or other business support described in this Application and Agreement (the "Services"); and

WHEREAS, Provider represents that it is competent and authorized to provide such Services and agrees to provide those Services pursuant to the terms and conditions set forth in this document; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

APPLICATION INFORMATION

Sole Proprietorship    Partnership    Corporation    LLC    Other:

SCOPE OF WORK

Provider shall perform the Services described below for Applicant in accordance with the terms of this Agreement. Applicant acknowledges that the description must be sufficiently detailed to define deliverables, milestones, and acceptance criteria.

PAYMENT TERMS

Applicant shall pay Provider the fees set forth below in consideration for the Services. All fees are exclusive of taxes, which Applicant shall also pay where applicable. Invoices shall reference the Services and any agreed milestones.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until , unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice of such breach. Upon termination, Applicant shall pay Provider for all Services performed and authorized expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees to hold in confidence and not to disclose Confidential Information of the other party except as necessary to perform under this Agreement or as required by law. "Confidential Information" means nonpublic information disclosed in writing, orally, or by inspection, designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (a) is or becomes publicly available through no breach; (b) was rightfully known by the receiving party prior to disclosure; (c) was independently developed without use of Confidential Information; or (d) is received from a third party without breach of any obligation of confidentiality.

The obligations in this Section shall survive termination for a period of three (3) years, except that trade secrets shall be protected for as long as such information qualifies as a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This document, together with any written attachments or schedules incorporated herein by reference and any mutually executed amendments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. No modification will be effective unless in writing and signed by authorized representatives of both parties.

REPRESENTATIONS, AUTHORIZATIONS, AND ACKNOWLEDGMENTS

Applicant represents and warrants that the information provided in this Application is true and complete to the best of Applicant's knowledge. Applicant authorizes Provider to rely on the information provided and to obtain such credit, background, or reference checks as Provider reasonably deems necessary to evaluate this Application. Applicant agrees to promptly notify Provider of any material changes to information provided herein.

Applicant consents to Provider's retention and use of Applicant's data as necessary to perform the Services and administer the business relationship, subject to the Confidentiality provisions above.

Applicant certifies under penalty of perjury that the information provided in this Application is true, correct, and complete, and that the person signing below is authorized to bind Applicant to the terms of this Agreement.

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