Business CTA Letter

Business Call-To-Action Letter and Services Agreement

Date:

Recitals

WHEREAS, Service Provider is engaged in the business of providing the services described in this letter and possesses the personnel, skill, and resources necessary to perform those services; and

WHEREAS, Client desires to retain Service Provider to perform the services on the terms and conditions set forth herein, and Service Provider is willing to perform such services for Client pursuant to this Agreement (the Agreement); and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

Scope of Work

Payment Terms

Total Fee: $ (exclusive of applicable taxes). Payment shall be made in accordance with the schedule below.

Late Payment: Any amount not paid within days of the due date shall accrue a late fee equal to per month on the outstanding balance, or the maximum rate permitted by law, whichever is less.

Term and Termination

Term Commencement Date: . Term End Date: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the desired termination date. Either party may terminate immediately for material breach that remains uncured for a period of 30 days after receipt of written notice of such breach.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in any form (whether written, electronic or oral) 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. Each party agrees to (i) hold the other party's Confidential Information in strict confidence, (ii) use the 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 subcontractors who have a need to know and who are bound to confidentiality obligations no less protective than those in this Agreement.

Exceptions: Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt written notice to the disclosing party to allow it to seek protective measures.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement

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

Call to Action

To initiate the services described above, please sign and return this Agreement to indicate Client's acceptance. Upon receipt of the fully executed Agreement, Service Provider will commence work in accordance with the Scope of Work and Payment Terms. This proposal is valid until .

By signing below, Client authorizes Service Provider to begin work and confirms that Client has the authority to bind the entity identified as Client on the signature page.

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