Business AWO Document

BUSINESS AWO DOCUMENT

Parties

Client Name:   Client Contact:

Contractor Name:   Contractor Contact:

Recitals

WHEREAS, Client has requested that Contractor perform certain services described in this Authorization Work Order (AWO) and Contractor has represented that it has the experience, personnel and resources necessary to perform such services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the scope, schedule and payment terms applicable to the requested services and to establish the responsibilities of each party under this AWO;

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

Scope of Work

Deliverables, acceptance criteria and milestones shall be as described above or in attached task schedules agreed in writing by the parties. Any change to the Scope of Work must be approved in writing by authorized representatives of both parties and shall be governed by the Change Order provisions set forth herein.

Payment Terms

The Client shall pay Contractor the amounts set forth below in consideration for the performance of the Scope of Work.

Invoice Due Date:   Invoices to be submitted to:

Late Fee: If payment is not received within days after the invoice due date, Client will be assessed a late fee equal to the greater of:

(a) % per month of the overdue amount; or (b) a fixed fee of $. Late fees shall accrue daily and be compounded monthly to the fullest extent permitted by applicable law.

Term and Termination

This AWO commences on and, unless earlier terminated in accordance with this Section, continues until .

Upon termination, Client shall pay Contractor for all work performed and expenses reasonably incurred through the effective date of termination, subject to set-off for amounts for which Client has a good faith dispute.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other 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. Confidential Information does not include information that is (i) or becomes publicly known other than through breach of this AWO; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by law or valid legal process, provided the receiving party provides prompt written notice and cooperates in any lawful efforts to limit or contest the disclosure.

The receiving party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this AWO; and (c) not disclose Confidential Information to third parties except to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Governing Law; Dispute Resolution

This AWO shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this AWO through negotiation between senior executives. If the dispute is not resolved through negotiation within thirty (30) days, the parties may pursue any remedy available at law or in equity in a court of competent jurisdiction located in the governing state.

Representations; Warranties

Each party represents and warrants that it has the full power and authority to enter into this AWO and to perform its obligations hereunder; that the person signing this AWO on its behalf is duly authorized; and that performance of its obligations will not violate any agreement or legal obligation to which it is subject.

Limitation of Liability

Except for each party's indemnification obligations, confidentiality obligations, and willful misconduct or gross negligence, in no event will either party be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or related to this AWO shall not exceed the total amount paid or payable under this AWO during the twelve (12) months preceding the claim.

Entire Agreement; Amendment

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

Notices

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