Business Back Sheet

BUSINESS BACK SHEET

This Business Back Sheet supplements and forms part of the General Business Agreement executed between the parties. Company Name: and Client Name: . Effective Date:

WHEREAS

WHEREAS, Company Name: is engaged in the business of providing professional goods and services described herein and holds all necessary licenses and authority to perform such services;

WHEREAS, Client Name: desires to retain Company to perform the services set forth in the Scope of Work and agrees to the terms and conditions set forth in this Back Sheet;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this document and the attached Agreement, the parties agree as follows.

SCOPE OF WORK

PAYMENT TERMS

Payment Due Net: days from invoice date. Late Payment Interest: per month (or the maximum permitted by law), and a late fee of may be charged for invoices overdue by more than days.

TERM AND TERMINATION

Term Commencement Date: ; Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the intended termination date. Termination for material breach may be effected immediately upon written notice if the breaching party fails to cure within days after receipt of written notice specifying the breach. Upon termination, Client shall pay Company for work performed and reasonable costs incurred through the termination date.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other party, whether in written, oral, electronic or other form, that is identified as confidential or that reasonably should be understood to be confidential. Each party shall (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (c) use Confidential Information only to perform its obligations under this Agreement.

Confidentiality obligations shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets which shall remain protected for so long as they qualify as trade secrets 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 its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Business Back Sheet, together with the referenced General Business Agreement and any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

DOCUMENT CONTROL

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses listed below by hand, certified mail, or nationally recognized courier and shall be effective upon receipt.

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