Business Bulk Document

BUSINESS BULK DOCUMENT

This Business Bulk Document (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal place of business at ("Company") and Service Provider Name: with principal place of business at ("Provider").

RECITALS

WHEREAS, Company requires bulk preparation, organization and transfer of business documents, data deliverables, or other aggregated materials as set forth in this Agreement; and

WHEREAS, Provider possesses expertise, personnel and systems necessary to prepare, process and deliver such bulk documents and related services on the schedule and under the terms set forth herein.

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

SCOPE OF WORK

Provider shall perform the preparation, compilation, formatting, quality control and delivery of bulk documents and related services (collectively, the "Services") as required by Company. Services shall include, at minimum, the items described below and any additional deliverables agreed in writing by the parties.

PAYMENT TERMS

Company shall pay Provider for Services in accordance with the schedule and amounts set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Deposit: payable upon execution unless otherwise agreed in writing. Remaining fees shall be invoiced per the payment schedule above and due Net days from invoice date.

Late Payment: unpaid amounts shall accrue interest at or the highest rate permitted by law, whichever is lower. Company shall also be responsible for reasonable collection costs, including attorneys' fees, if applicable.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Termination for Convenience: Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days before the desired termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

Effect of Termination: Upon termination, Provider shall cease work and, within a commercially reasonable time, deliver to Company all completed deliverables and work-in-progress. Company shall pay Provider for Services performed to the date of termination in accordance with the Payment Terms.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether oral, written, or electronic, that is designated as confidential or that by its nature should reasonably be considered confidential, including commercial, technical, financial and customer information and the content of bulk documents.

Obligations: Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exceptions: Confidential Information does not include information that (a) is or becomes public through no fault of Recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser’s Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt notice to seek protective relief.

Return or Destruction: Upon expiration or termination of this Agreement, or upon Discloser's written request, Recipient shall return or destroy Confidential Information within days and certify destruction upon request.

INTELLECTUAL PROPERTY

Deliverables: Unless otherwise agreed in writing, Provider assigns to Company all right, title and interest in and to all documents and deliverables specifically prepared for Company under this Agreement upon full payment for such deliverables. Provider retains ownership of its pre-existing tools, methodologies and general know-how.

License: To the extent Provider’s background intellectual property is incorporated in the deliverables, Provider grants Company a perpetual, royalty-free, non-exclusive license to use such background intellectual property solely to utilize the deliverables as intended under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party’s gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall give prompt notice of any claim and cooperate in the defense.

GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or written statements of work signed by both parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements. No modification, waiver or amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign this Agreement in connection with a sale of all or substantially all of its assets or a merger or change of control.

Severability: If any provision is held unenforceable, the remainder of this Agreement remains in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that materially effects the original intent.

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