Business BOR Document

BUSINESS BOR DOCUMENT

This Business BOR Document (the "Agreement") is entered into as of by and between:

Party A (Service Provider) Name:   Entity Type: Corporation LLC Other

Party B (Client) Name:   Entity Type: Corporation LLC Other

WHEREAS

WHEREAS, Party A has expertise and capability to perform the services described herein; and

WHEREAS, Party B desires to engage Party A to perform such services on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Party A shall perform the services and deliverables described below. The parties acknowledge that the scope may be amended only by written agreement signed by authorized representatives of both parties.

PAYMENT TERMS

In consideration for the performance of the Scope of Work, Party B shall pay Party A as follows:

Unpaid amounts shall accrue interest at the above rate, and the prevailing party shall be entitled to recover reasonable collection costs, including attorney fees, from the non-paying party.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Termination for cause may be effected upon written notice specifying the breach if such breach is not cured within fourteen (14) days of receipt of notice.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including commercial, technical, financial and customer information. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully obtained by the receiving party from a third party without restriction; or (c) was in the receiving party’s possession prior to disclosure.

The receiving party shall: (i) use Confidential Information only for the purposes of performing under this Agreement; (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (iii) not disclose Confidential Information to any third party except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Required disclosures by law shall be made only after prompt notice to the disclosing party and use of reasonable efforts to limit the disclosure.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, or for trade secrets for as long as they remain 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 choice of law principles. The parties submit to the exclusive jurisdiction of state and federal courts located within that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any exhibits or written amendments signed by both parties, constitutes the entire understanding and agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. No modification shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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