Business Countrywide Document

BUSINESS COUNTRYWIDE DOCUMENT

This Business Countrywide Agreement ("Agreement") is entered into as of between Client Name: with principal address , and Service Provider Name: with principal address .

WHEREAS

WHEREAS, Client requires certain business services and deliverables on a countrywide basis and desires to retain Provider to perform such services under the terms set forth herein; and

WHEREAS, Provider represents that it has the experience, personnel, and resources necessary to provide the services described in this Agreement and agrees to perform those services in a professional manner in accordance with industry standards; and

WHEREAS, the parties intend that this Agreement govern all countrywide operations and that any work performed under this Agreement shall be subject to the terms and conditions set forth below.

1. SCOPE OF WORK

Provider shall perform the services and deliver the work product described below. Provider shall allocate sufficient qualified personnel and resources to perform services countrywide as required to meet the schedule and deliverables identified in this Agreement.

2. PAYMENT TERMS

In consideration for Provider's performance of the Scope of Work, Client shall pay Provider as follows.

All amounts due under this Agreement shall be paid in lawful currency of the United States. If Client disputes any invoiced amount in good faith, Client shall notify Provider within ten (10) days of receipt of the invoice; undisputed amounts remain payable as provided above.

3. TERM AND TERMINATION

Either party may terminate this Agreement for convenience upon providing the notice period above. In addition, either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party to the other, whether oral, written, electronic, or in any other form, 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 includes pricing, business plans, customer lists, technical data, and trade secrets.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (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 by a valid order of a court or governmental authority, provided that the receiving party gives prompt notice to the disclosing party and cooperates in any lawful action to limit or contest such disclosure.

5. ADDITIONAL TERMS

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes Provider's obligations hereunder.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, liabilities, or expenses arising out of the indemnifying party's gross negligence or willful misconduct in the performance of this Agreement.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the courts located within that State, and the parties submit to the exclusive jurisdiction of such courts.

7. ENTIRE AGREEMENT

This Agreement 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 written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement, that execution and delivery of this Agreement has been duly authorized, and that this Agreement is a valid and binding obligation enforceable against it in accordance with its terms.

NOTICES

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