Business Class Document

Business Class Document

Parties

Recitals

WHEREAS, First Party is engaged in the business of providing certain professional goods and services as further described herein and possesses the experience and personnel necessary to perform the work contemplated by this Agreement;

WHEREAS, Second Party desires to retain First Party to perform the services described in this Agreement and First Party agrees to provide such services on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows effective as of:

Scope of Work

First Party shall perform the services and deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration for the services provided, Second Party shall pay First Party in accordance with the terms set forth below. Fees are exclusive of taxes unless otherwise stated.

All invoices are due within days of receipt unless otherwise agreed in writing. Overdue amounts shall accrue interest at a rate of percent per month or the maximum rate permitted by law, whichever is less, calculated from the invoice due date until paid in full. The prevailing party in any action to collect past due amounts shall be entitled to recover reasonable attorneys' fees and costs.

Term and Termination

This Agreement shall commence on the Start Date and continue until the End Date, unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately upon written notice in the event of a material breach by the other party that remains uncured for a period of 15 days after receipt of written notice specifying the breach. Termination shall not relieve Second Party of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

For the purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information solely for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors or agents who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, provided that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. First Party warrants that services will be performed in a professional manner consistent with applicable industry standards. Each party agrees to indemnify, defend and hold harmless the other party from and against all losses, liabilities, damages, costs and expenses arising from third-party claims resulting from the indemnifying party's negligent acts or wilful misconduct in connection with performance under this Agreement.

Governing Law

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. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within that State.

Entire Agreement; Amendment

This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

Miscellaneous

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

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