Business ATR Form

Business ATR Form

Parties

Client Name:

Corporation LLC Sole Proprietor Other:

Service Provider Name:

Corporation LLC Sole Proprietor Other:

Recitals

WHEREAS, Client desires to engage Service Provider to perform the services and duties described in this Business ATR Form and Service Provider has agreed to provide such services under the terms and conditions set forth herein;

WHEREAS, the parties intend that Service Provider will have authority to execute or effect transactions and releases on behalf of Client as limited by this Agreement and as expressly set forth in the Scope of Work below;

WHEREAS, the parties desire to set forth the terms of compensation, confidentiality protections, and other contractual provisions governing their relationship.

Scope of Work

Services shall include only those activities expressly described above. Any material modification to the Scope of Work requires written authorization signed by both parties.

Payment Terms

Late payments shall accrue interest at the rate of % per month (or the maximum permitted by law, if less) measured from the due date until paid. In addition, Client shall be liable for reasonable collection costs and attorney fees incurred by Service Provider to recover past due amounts.

ACH/Bank Transfer Check Credit Card

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party if such breach is not cured within 15 days after written notice of breach.

Upon termination, Client shall pay Service Provider for all services performed and authorized expenses incurred through the effective date of termination. Service Provider shall deliver all work product completed to date and reasonable transition documentation as requested by Client.

Confidentiality

Each party (the "Receiving Party") shall hold in strict confidence and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public business, financial, technical or other proprietary information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; (c) is disclosed to the Receiving Party by a third party having no confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by lawful order provided that it gives the Disclosing Party prompt notice and cooperates reasonably to limit disclosure.

The parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly the Disclosing Party shall be entitled to seek injunctive relief in addition to other available remedies.

Representations; Indemnification; Limitation of Liability

Each party represents that it has the authority to enter into this Agreement and to perform its obligations hereunder. Client represents that any information it provides to Service Provider is accurate to the best of Client's knowledge.

Service Provider shall indemnify and hold harmless Client from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Service Provider's gross negligence or willful misconduct in performing services under this Agreement, except to the extent caused by Client's breach or negligence.

Except for indemnification for third-party claims resulting from gross negligence or willful misconduct, neither party shall be liable for consequential, incidental, special, or punitive damages arising out of this Agreement. The total aggregate liability of either party for any claim arising under this Agreement shall not exceed the fees paid or payable to Service Provider under this Agreement in the six (6) months preceding the claim.

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. Any dispute arising under this Agreement that is not resolved by good faith negotiation shall be resolved exclusively in the state or federal courts located in that state, and the parties hereby submit to the personal jurisdiction of those courts.

Entire Agreement

This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Notices and Contacts

Acknowledgment

By signing below, each party represents that the person signing is authorized to bind the entity on whose behalf they sign, that they have read and understand all provisions of this Agreement, and that they agree to be bound by its terms.

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