Business Corporation Form Letter

BUSINESS CORPORATION FORM LETTER

Date:

From (Corporation Name):

To (Recipient / Addressee):

WHEREAS

WHEREAS, is a duly formed and validly existing corporation under the laws of the state identified in this document and is authorized to enter into this Agreement;

WHEREAS, has represented that it has the capacity, experience and resources to perform the services described below; and

WHEREAS, the parties desire to confirm their agreement concerning the services, payment terms, confidentiality and other standard commercial provisions set forth herein, effective as of the date above.

SCOPE OF WORK

The Recipient shall provide the services and deliverables described below in a professional and workmanlike manner in accordance with the timelines and milestones agreed by the parties.

PAYMENT TERMS

Total Fee: $. Payment shall be made in accordance with the schedule below.

Late Payment: Any amounts not paid when due shall accrue interest at % per month (or the maximum permitted by law, if less), plus a late fee of $ per past-due invoice.

TERM AND TERMINATION

Term: This Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by one party to the other 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. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

Exceptions: Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the receiving party, (b) was in the receiving party's possession without restriction before disclosure by the disclosing party, (c) is rightfully received from a third party without restriction, or (d) is independently developed by the receiving party without reference to Confidential Information. Disclosures required by law may be made only after prompt notice to the disclosing party and, where authorized by applicable law, an opportunity to seek protective measures.

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 law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices to Corporation:

Notices to Recipient:

The parties acknowledge that monetary damages may be an inadequate remedy for breach of the confidentiality obligations in this Agreement and that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, without the requirement to post a bond.

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