Business Communication 605B Letter

Business Communication 605B Letter

Date:

Subject:   Reference No.:

RECITALS

WHEREAS, (the "Provider") is engaged in the business of providing professional services and solutions described herein;

WHEREAS, (the "Client") desires to retain the Provider to perform such services on the terms and subject to the conditions set forth in this Business Communication 605B Letter;

WHEREAS, the parties intend for this letter to constitute a binding agreement capturing the scope, payment terms, confidentiality obligations and the parties' general understanding for the engagement described below.

SCOPE OF WORK

The Provider will perform the services and deliverables described below in accordance with the timelines and specifications agreed by the parties.

PAYMENT TERMS

Total Compensation: $

Late Payment: If any undisputed invoice is not paid within days after the due date, Client will pay interest at % per month (or the maximum lawful rate if lower) on the overdue amount until paid.

TERM AND TERMINATION

This Agreement commences on the Start Date set below and continues through the End Date unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Termination for convenience by either party requires written notice in accordance with the Notices provision below and payment for all Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in performance of this Agreement it may receive Confidential Information of the other. "Confidential Information" means non-public information identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party will: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) restrict disclosure to its employees, contractors and representatives who need such information and who are bound by confidentiality obligations at least as restrictive as those in this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use, access or disclosure. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is already lawfully known by the recipient, or is independently developed without use of the discloser's Confidential Information.

NOTICES

All notices and communications required or permitted by this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this provision. Notice is effective upon receipt.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Business Communication 605B Letter, together with any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party will assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or equity. The parties confirm that they enter into this Agreement voluntarily and with authority to bind their respective organizations.

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