Business Callout Document

BUSINESS CALLOUT DOCUMENT

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage the Service Provider to perform certain business callout services at locations designated by the Client; and

WHEREAS, Service Provider represents that it has the necessary experience, personnel, equipment and licenses to perform such services under the terms set forth in this Business Callout Document;

WHEREAS, the parties agree that the terms and conditions set forth below shall govern the relationship between the parties effective as of .

Scope of Work

Service Provider shall perform the following services in accordance with the terms of this document. The parties agree that the description below is a non-exhaustive statement of services; any additional tasks shall be documented in writing and agreed by both parties.

Payment Terms

Client shall pay Service Provider for services performed in accordance with the schedule and amounts set forth below. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

Any undisputed amount not paid within days of the invoice due date shall incur a late fee of percent per month, or the maximum allowed by law, whichever is less.

Term and Termination

This Business Callout Document shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon providing written notice to the other party no less than days prior to the effective termination date. Either party may terminate immediately for material breach that remains uncured for a period of 15 days following written notice of such breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by either party relating to business operations, pricing, customer lists, trade secrets, communications and proprietary processes. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was known to Recipient prior to disclosure without restriction; (c) becomes available to Recipient from a third party not under an obligation of confidentiality; or (d) is independently developed by Recipient without use of Confidential Information.

Representations; Insurance

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider shall maintain insurance coverage appropriate to the services provided, including commercial general liability and workers' compensation where applicable, and shall provide certificates of insurance upon reasonable request.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of law principles. The parties agree to attempt to resolve disputes in good faith through negotiation for a period of 30 days prior to initiating litigation. Nothing in this section shall prevent a party from seeking injunctive or other equitable relief where necessary to protect its rights.

Entire Agreement; Amendment

This document, including any attachments and written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification must be 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 above or to such other address as a party may designate by notice. Notices shall be deemed given when delivered in person, by courier, or three business days after deposit in the United States mail, postage prepaid.

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