Business Correspondence Super Letter

BUSINESS CORRESPONDENCE SUPER LETTER

This Business Correspondence Super Letter (the "Agreement") is made effective as of Effective Date: by and between:

WHEREAS

WHEREAS, Party A is engaged in the business of providing certain goods and services and has requested that Party B provide business correspondence and related advisory services as described herein; and

WHEREAS, Party B represents that it has the expertise, personnel, and resources to perform the services described in this Agreement and is willing to perform such services subject to the terms and conditions set forth below.

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

Party B shall perform business correspondence and related services as described below. The services shall include preparation, review, editing, and delivery of formal letters, proposals, notices, and other written communications as required by Party A. Party B shall perform the services in a professional manner consistent with industry standards.

PAYMENT TERMS

In consideration for the services performed by Party B, Party A shall pay Party B the amounts and in the manner set forth below. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise stated.

Invoices shall be issued by Party B in accordance with the payment schedule and are due upon receipt unless otherwise specified. Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing on the first day following the invoice due date. Party B may suspend performance for nonpayment after providing written notice and a fifteen (15) day opportunity to cure.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than prior to the effective date of termination. Either party may terminate immediately for material breach by the other if the breach is not cured within thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, visually or in writing, 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. Confidential Information excludes information that (i) is or becomes publicly known through no breach of this Agreement by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice and cooperates with reasonable protective measures.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) limit access to Confidential Information to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The obligations of confidentiality shall continue for Confidentiality Duration: following termination or expiration of this Agreement, unless a longer period is required by law.

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 laws principles. The parties agree that exclusive venue for any dispute shall be the state or federal courts located within that state, and each party consents to the personal jurisdiction of such courts.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall substitute for the invalid provision a valid provision that most closely effects the parties' intent. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a sale of substantially all of its business or assets.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by a nationally recognized overnight courier to the addresses listed above or such other address as a party may specify in writing.

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