Business Document AD DDO

Business Document AD DDO

Effective Date:

Parties

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform certain services as described in this Agreement; and

WHEREAS, Service Provider represents that it has the expertise, personnel and resources necessary to perform the services and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement in a written agreement.

Scope of Work

Services shall include, without limitation, the deliverables and milestones described in the Description of Services above. Any material changes to the Scope of Work will require a written amendment signed by both parties.

Payment Terms

Invoices are due and payable within days of receipt unless otherwise agreed in writing. Client will remit payment in lawful funds to the account designated by Service Provider.

If any amount due is not paid within the invoice due period, interest will accrue at the lesser of % per month or the maximum rate permitted by law. In addition, a one-time late payment charge of may be imposed for administrative costs.

Term and Termination

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

Either party may terminate this Agreement for convenience upon days prior written notice to the other party. Either party may terminate immediately for cause upon material breach by the other party if such breach is not cured within fifteen (15) days after written notice specifying the breach.

Upon termination, Client will pay Service Provider for all services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made in connection with the performance of services.

Confidentiality

"Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be considered confidential. Confidential Information does not include information that is (i) publicly known through no breach of this Agreement by the receiving party; (ii) rightfully received from a third party without restriction; (iii) independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) required to be disclosed by law or by a court of competent jurisdiction, provided the receiving party gives prompt written notice to the disclosing party and cooperates to obtain a protective order.

The receiving party shall (a) use Confidential Information solely for the purposes of performing this Agreement and (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall continue for years following termination or expiration of this Agreement.

Warranties; Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from and against claims arising out of its gross negligence or willful misconduct in connection with this Agreement. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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 submit to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising under this Agreement.

Entire Agreement; Amendment

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

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, consolidation or sale of substantially all of its assets.

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