Business Binder & Invoice

BUSINESS BINDER & INVOICE

This Business Binder & Invoice (the "Agreement and Invoice") is entered into by the parties identified below as of the Effective Date set forth herein.

Parties

WHEREAS, the Service Provider is engaged in the business of providing the services described herein and is duly authorized to perform such services; and

WHEREAS, the Client desires to engage the Service Provider to perform the work described in the Scope of Work and agrees to pay the amounts set forth in the Invoice in accordance with the Payment Terms below; and

WHEREAS, the parties intend that this Agreement and Invoice memorialize both the contractual obligations of the parties and the current invoice for services and ancillary fees provided at the time of execution.

Invoice Summary

Invoice Number:    Issued Date:    Due Date:

Itemized Charges

Scope of Work

The Service Provider shall furnish the following services and deliverables in a professional and workmanlike manner consistent with industry standards. Specific tasks, milestones, and deliverables are set forth below and in any attachments listed in the Binder Attachments section.

Payment Terms

Payment Amount:    Payment Schedule:

Deposit Amount (if any):    Binder Fee:

Late Payment: Any past-due amount shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, applied monthly from the due date until paid in full. In addition, the Service Provider may suspend performance for unpaid invoices after providing the Client with written notice as required in the Term and Termination section.

Methods of Payment

Bank Transfer / ACH    Check    Credit Card

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement and Invoice for convenience upon written notice to the other party delivered not less than days prior to the effective date of termination. Termination for material breach shall be effective ten (10) days after delivery of written notice specifying the breach if the breach is not cured within that period.

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party and 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"). Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to seek a protective order.

Binder Attachments & Conditions

The following documents, materials, and conditions are expressly included in this binder and are binding components of this Agreement and Invoice. Attachments may include statements of work, schedules, vendor agreements, and proof of payment for fees referenced herein.

Governing Law

This Agreement and Invoice shall be governed by and construed in accordance with the laws of the state of , without regard to its choice of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any action arising out of or relating to this Agreement and Invoice.

Representations; Entire Agreement

Each party represents that it has the full right, power, and authority to enter into and perform this Agreement and Invoice. This document, together with any attachments listed in the Binder Attachments section, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating to the subject matter hereof. No amendment or waiver of any provision of this Agreement and Invoice shall be effective unless in writing and signed by both parties.

Remedies; Costs

All remedies under this Agreement and Invoice are cumulative and not exclusive. If any party brings an action to enforce this Agreement and Invoice, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs, and expenses in addition to any other relief awarded.

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