Business Cambria Document

BUSINESS CAMBRIA DOCUMENT

This Business Cambria Document (the Agreement) is made and entered into as of Effective Date: by and between Provider Name: and Client Name: .

Parties and Notices

Recitals

WHEREAS, Provider represents that it possesses the professional qualifications, experience and capacity to perform the services described in this Agreement and to deliver the Deliverables in accordance with the terms set forth herein;

WHEREAS, Client desires to engage Provider to perform such services and deliver such Deliverables on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their agreement regarding the scope, compensation, confidentiality, term and other material provisions governing their relationship.

Scope of Work

Provider will perform the services and deliver the work product as described below. Provider shall perform all services in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Total Fee:

Invoice Terms: Invoices shall be issued by Provider in accordance with the Payment Schedule and are payable by Client within days of receipt unless otherwise stated in a milestone invoice.

Late Payment: Past due amounts shall accrue interest at the rate of (or the maximum lawful rate, if lower) plus any reasonable collection costs and attorneys' fees incurred by Provider.

Taxes: All fees are exclusive of taxes, duties and other governmental charges. Client shall be responsible for such taxes, excluding taxes based on Provider's net income.

Term and Termination

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for cause upon written notice if the other party materially breaches any material obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Either party may also terminate without cause upon days' prior written notice. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligation: Each receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to those employees, contractors or agents with a need to know, and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) was in the receiving party's lawful possession prior to the disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without reference to the disclosing party's Confidential Information.

Remedies and Survival: The parties acknowledge that breach of this Section may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief may be granted in addition to other remedies. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, or longer where required by applicable law or specific proprietary protection.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

Independent Contractor: Provider is an independent contractor and not an employee, partner or agent of Client. Provider shall be responsible for all taxes and withholdings applicable to its performance.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.

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