Business Condensed Document

Business Condensed Document

This Business Condensed Document (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal address:

and Service Provider Name: with principal address:

Recitals

WHEREAS, Client desires to obtain certain professional goods or services described herein and Provider represents that it has the experience, qualifications, and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the material terms governing the services, payment, confidentiality, term and termination, and other matters in a concise form to document their mutual obligations;

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:

Scope of Work

Provider shall perform and deliver the services and deliverables as set forth below. Provider shall use commercially reasonable efforts to perform in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Provider the Total Contract Amount of USD for the services described in this Agreement.

Provider shall submit invoices to Client in accordance with the schedule above. Invoices are due and payable within days of receipt. Overdue amounts shall accrue interest at a rate of % per month (or the maximum permitted by law), calculated monthly on the outstanding balance.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or other taxes, duties or levies arising in connection with the services, except taxes based on Provider's net income.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice of the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred prior to the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Each recipient shall (a) use Confidential Information solely for the purposes of performing under this Agreement, (b) protect it with at least the same degree of care as it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose it to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall remain in effect for a period of years after the termination or expiration of this Agreement, except with respect to trade secrets, for which protection shall continue for as long as the information remains a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

Entire Agreement and Miscellaneous

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

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business or assets. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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