Business Blank Agreement

Business Blank Agreement

This Business Blank Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name: . The client and the service provider are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Client desires to obtain certain business services and deliverables as described below, and the Service Provider has the experience and capability to perform such services under the terms set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to define the scope, compensation, term, confidentiality obligations, and other material provisions governing the relationship between them.

WHEREAS, the Parties acknowledge that they will act in good faith and cooperate to achieve the objectives described herein.

SCOPE OF WORK

The Service Provider shall perform the services described above (the "Services") in a professional and workmanlike manner in accordance with industry standards. Any material change to the Scope of Work must be agreed in writing by both Parties.

PAYMENT TERMS

Unless otherwise agreed, the Service Provider shall submit invoices in accordance with the Payment Schedule. Payments are due within the period set forth in the Payment Schedule from the date of invoice. Any undisputed portion of an invoice not paid when due shall bear the Late Fee set forth above until paid. The Client shall not unreasonably withhold or delay payment of undisputed amounts.

TERM AND TERMINATION

Term Commencement: Term Expiration:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within fifteen (15) days after written notice specifying the breach. Either Party may also terminate without cause upon written notice given in accordance with the Notice Period for Termination without Cause. Upon termination, the Client shall pay the Service Provider for all Services properly performed through the effective date of termination and for any non-cancellable obligations incurred by the Service Provider prior to termination.

CONFIDENTIALITY

Definition: "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written or electronic, 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.

Obligations: The receiving Party shall (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) was known to the receiving Party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving Party without use of Confidential Information.

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 any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Notices: All notices required or permitted under this Agreement shall be in writing and shall be delivered in person, by certified mail, or by overnight courier to the addresses provided by the Parties.

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