Business DEF Document

BUSINESS DEF DOCUMENT

Parties

Effective Date: / /

Recitals

WHEREAS, the Client Name: seeks to retain the Service Provider to perform professional services described below; and

WHEREAS, the Service Provider Name: represents that it has the experience, qualifications and resources necessary to perform such services in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Service Provider the fees described below in consideration for the services rendered under this Agreement. All amounts are payable in lawful currency of the United States unless otherwise agreed in writing.

In the event Client fails to make payments when due, Service Provider may suspend services after providing written notice and a reasonable opportunity to cure. Client shall remain responsible for all costs, fees and expenses incurred by Service Provider in collecting past due amounts, including reasonable attorneys' fees.

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 giving Notice Period: days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within the notice period set forth above after receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is marked confidential or that a reasonable person would understand to be confidential. Receiving party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to third parties except to those employees, agents or subcontractors with a need to know and who are bound by substantially similar confidentiality obligations; and (iii) use Confidential Information solely to perform obligations under this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of from the date of termination, except with respect to trade secrets, for which protection shall continue as long as the information qualifies as a trade secret under applicable law. Confidential Information shall not include information that is publicly known through no fault of the receiving party, already lawfully in the receiving party's possession, or rightfully received from a third party free of restrictions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any action arising out of or relating to this Agreement.

Entire Agreement

This Agreement, including all Schedules and attachments incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. No amendment or waiver shall be effective unless made in writing and signed by both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the obligations herein. Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

Notices to the parties shall be sent to the addresses set forth above or to such other address as a party may designate by notice in writing.

By signing below, each party represents and warrants that it has the full corporate or other power and authority to enter into and perform this Agreement and that the person signing on its behalf is duly authorized to do so.

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