Business Client Agreement Letter

BUSINESS CLIENT AGREEMENT LETTER

This Business Client Agreement Letter (the Agreement) is entered into as of Effective Date: .

Between Client Name: , Client Address: ; and Service Provider Name: , Provider Address: .

RECITALS

WHEREAS, Client desires to retain Provider to perform the services described herein and Provider has represented that it has the experience, expertise and capacity to perform such services under the terms set forth in this Agreement.

WHEREAS, the parties intend that Provider will perform the services on the terms and conditions set forth below and that Client will compensate Provider in accordance with the Payment Terms described in this Agreement.

SCOPE OF WORK

Description of services, deliverables, milestones, and any specific standards of performance. Provider shall perform the work described below in a professional and workmanlike manner.

PAYMENT TERMS

Client shall pay Provider for the services performed in accordance with the following terms.

If any undisputed amount owing under this Agreement is not paid within days after the due date, a late fee of per month (or the maximum allowable by law, if less) will accrue on the outstanding balance until paid. Client shall also reimburse Provider for reasonable costs of collection, including attorney fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party (Recipient) shall: (a) hold all Confidential Information of the other party (Discloser) in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information solely for the performance of obligations under this Agreement. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available other than by Recipient's breach; (ii) is rightfully received from a third party without restriction; (iii) was known to Recipient prior to disclosure as evidenced by written records; or (iv) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information and certify destruction upon written request of Discloser.

Acknowledgment of Confidentiality: Confidentiality obligations contained in this Agreement are acknowledged and accepted.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to that State's conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising under or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and executed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

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