Business Contract Booklet

BUSINESS CONTRACT BOOKLET

Parties and Effective Date

This Business Contract Booklet (the Agreement) is made and entered into as of Effective Date: , .

Recitals

WHEREAS, Client desires to obtain certain business services and deliverables from Service Provider in accordance with the terms set forth in this Agreement; and

WHEREAS, Service Provider represents that it has the necessary expertise, personnel and resources to perform the services described herein and agrees to perform such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the engagement.

Scope of Work

Service Provider shall perform the work and deliverables described below in a professional and workmanlike manner and in accordance with the schedule agreed by the parties. Changes to the scope must be documented in writing and signed by both parties; any change that increases cost or extends schedule will be invoiced or scheduled accordingly.

Payment Terms

Client shall pay Service Provider for the services and deliverables in accordance with the amounts and schedule below. All fees are exclusive of taxes unless otherwise stated. Invoices not disputed in writing within ten (10) business days shall be deemed accepted.

Overdue amounts shall accrue interest at the lesser of: (a) per month; or (b) the maximum rate permitted by applicable law. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees.

Term and Termination

The term of this Agreement shall commence on Start Date: , and shall continue until End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least prior to the effective date of termination. Either party may terminate immediately for material breach if such breach is not cured within after written notice of breach.

Confidentiality

Each party (Receiving Party) shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (Disclosing Party). "Confidential Information" includes business plans, pricing, technical data, trade secrets, client lists and other information designated as confidential or that reasonably should be understood to be confidential. Confidential Information shall not include information that: (a) is or becomes public other than by breach of this Agreement; (b) was in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party; or (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Upon written request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information and certify such return or destruction.

Representations; Warranties; Insurance

Each party represents that it has the right to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from any third-party claims arising out of its negligence or willful misconduct in connection with this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law; Dispute Resolution

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. The parties shall attempt in good faith to resolve disputes through informal negotiation prior to initiating litigation. If a dispute cannot be resolved by negotiation within thirty (30) days, either party may pursue any remedy available at law or in equity in a court of competent jurisdiction located in the chosen governing state.

Miscellaneous

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

Independent Contractor: Service Provider and its personnel are independent contractors and not employees, agents or partners of Client. Service Provider shall be responsible for all payroll, employment taxes and benefits for its personnel.

Entire Agreement; Amendments

This Agreement, including any exhibits or statements of work attached hereto and any written amendments executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Signatures

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